Common use of Reserve Account Clause in Contracts

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B and 2.7C.1 on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(C) and 2.8D, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. In the event that the Administration Fee for any Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 above, and to distribute such amount to the Administrator. 3. In the event that the Swap Fees for any Distribution Date exceed the amount distributed to the Swap Counterparties pursuant to Section 2.7C.3 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap Counterparties. 4. In the event that the Noteholders' Interest Distribution Amount and the Certificateholders' Return Distribution Amount for a Distribution Date exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 above, and to distribute such amount to the Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. After giving effect to Section 2.8B, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph C) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing (A) to pay to the Noteholders out of such excess in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) to pay to the Certificateholders out of such excess in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller shall in no event thereafter be required to refund any such distributed amounts. C.2. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount and, if necessary, to the reinstatement of the balance of the Reserve Account up to the Specified Reserve Account Balance. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably request.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. (a) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B and 2.7C.1 on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.8(a) and 2.8D, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. In the event that the Administration Fee for any Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 above, and to distribute such amount to the Administrator. 3. In the event that the Swap Fees for any Distribution Date exceed the amount distributed to the Swap Counterparties pursuant to Section 2.7C.3 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap Counterparties. 4. In the event that the Noteholders' Interest Distribution Amount and the Certificateholders' Return Distribution Amount for a Distribution Date exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excessdeficiency, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Section 2.9(h) below, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. (b) In the event that Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Distribution Date [(after giving effect to required distributions from the Capitalized Interest Account)], the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 clause 2.9(a) above, and to distribute such amount to the Noteholders and to the Certificateholders entitled thereto, amounts in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C.2.8(a) through 2.8(d) above. 5. (c) In the event that the Class A Noteholders' ’ Principal Distribution Amount on the Note Final Distribution Maturity Date with respect to each any class of Class of A Notes exceeds the amount distributed to the holders of each such Noteholders class of the Class A Notes pursuant to Section 2.7C.6 and 2.7C.7 Sections 2.8(f) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 clauses 2.9(a) and 2.9(b) above, and to distribute such amount to the Class A Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7Section 2.8(f) above. 6. (d) In the event that the Certificateholders' Balance Class B Noteholders’ Principal Distribution Amount on the final Distribution Class B Maturity Date with respect to the Certificates exceeds the amount distributed to the Certificateholders Class B Noteholders pursuant to Section 2.7C.8 2.8(g) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 clauses 2.9(a) through B.5 2.9(c) above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders Class B Noteholders entitled thereto, in the same order and priority as set forth in Section 2.8(g) above. C.1. After (e) If, after giving effect to Section 2.8Bclauses 2.9(a) through 2.9(d) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph Cclause) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (Af) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees, if applicable) owing or to pay be distributed hereunder or under the Indenture to Noteholders, the Servicer or the Administrator, as applicable, to the Noteholders out of extent that Available Funds on such excess date are insufficient to make the following payments, amounts remaining in the Reserve Account an amount equal shall be used to pay any Carryover Servicing Fees. [Neither the RC Certificateholder nor] [T][t]he Excess Distribution Certificateholder shall [not] be required, in any event, to refund any amounts properly distributed pursuant to this Section 2.9(f). (g) [Reserved]. (h) Anything in this Section 2.9 to the Note Principal Shortfallcontrary notwithstanding, if any; (B) to pay to the Certificateholders out market value of such excess securities and cash in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) is on any Distribution Date sufficient to pay the Swap Counterpartiesremaining principal amount of and interest accrued on the Notes, pro rata and to pay any unpaid Carryover Servicing Fee and Carryover Amounts, such amount will be so applied on such Distribution Date and the Administrator shall instruct the Indenture Trustee to make such payments. (in proportion to their respective entitlements under i) Notwithstanding the Swap Agreements)foregoing, out of such excess funds on deposit in the Reserve Account an amount equal may be withdrawn by the Administrator at any time to pay any amounts owed to the amount described Department in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties respect of any shortfalls in amounts on such Distribution Date); (D) to pay to the Servicer out of such excess deposit in the Reserve Floor Income Rebate Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer be netted against Interest Subsidy Payments and/or Special Allowance Payments on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller shall in no event thereafter be required to refund any such distributed amountsLoans. C.2. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount and, if necessary, to the reinstatement of the balance of the Reserve Account up to the Specified Reserve Account Balance. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably request.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. (a) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B Section 2.7(b) above and 2.7C.1 Section 2.8(a) above on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.9(f) and 2.8Dbelow, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. (b) In the event that the Administration Fee for Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Distribution Date exceeds (after giving effect to required distributions and/or allocations from the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution DateCapitalized Interest Account), the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excessdeficiency, to the extent of funds available therein after giving effect to paragraph B.1 clause (a) above, and to distribute and/or allocate such amount to amounts in the Administratorsame order and priority as is set forth in Sections 2.8(a) through 2.8(d) above. 3. (c) In the event that the Swap Fees for Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any Distribution Date exceed Class of Class A Notes exceeds the amount distributed to the Swap Counterparties such Class A Noteholders pursuant to Section 2.7C.3 Sections 2.8(e), 2.8(f) or 2.8(g) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (a) and B.2 (b) above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap CounterpartiesClass A Noteholders entitled thereto, in the same order and priority as is set forth in Section 2.8(e), 2.8(f) and 2.8(g) above. 4. (d) In the event that the Class B Noteholders' Interest ’ Principal Distribution Amount and on the Certificateholders' Return Distribution Amount for a Distribution Class B Maturity Date exceeds the amount distributed to the Class B Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 2.8(h) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (a) through B.3 (d) above, and to distribute such amount to the Class B Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. (e) After giving effect to Section 2.8Bclauses (a) through (d) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph C) clause is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (Af) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees, and Swap Termination Payments, if applicable) owing or to pay be distributed hereunder or under the Indenture to Noteholders, the Servicer, the Currency Swap Counterparty or the Administrator, as applicable, to the Noteholders out of extent that Available Funds on such excess date are insufficient to make the following payments, amounts remaining in the Reserve Account an amount equal shall be used first to pay any Carryover Servicing Fees and second to pay any Swap Termination Payments not previously paid to the Note Principal Shortfall, if any; (B) to pay to the Certificateholders out of such excess Currency Swap Counterparty. Any amount remaining on deposit in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of after such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution payments have been made shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller Excess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event thereafter be required to refund any such amounts properly distributed amountspursuant to this Section 2.9(f). C.2. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment (g) Anything in this Section 2.9 to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount andcontrary notwithstanding, if necessary, to the reinstatement market value of the balance of securities and cash in the Reserve Account up is on any Distribution Date sufficient to pay the Specified Reserve Account Balance. In remaining principal amount of and interest accrued on the event of a termination of a Notes, and to pay any unpaid Carryover Servicing Fee and Swap Agreement that requires Termination Payments, such amount will be so applied on such Distribution Date and the Trust Administrator shall instruct the Eligible Lender Trustee and the Indenture Trustee to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestpayments.

Reserve Account. A. (a) On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. (i) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B 2.07(b) and 2.7C.1 2.07(c)(i) on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, that except as provided in Sections 2.8C(C2.08(c)(iii) and 2.8D2.08(d), amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. (ii) In the event that the Administration Fee for any Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 2.7C.2 2.07(c)(ii) on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 clause (b)(i) above, and to distribute such amount to the Administrator. 3. In the event that the Swap Fees for any Distribution Date exceed the amount distributed to the Swap Counterparties pursuant to Section 2.7C.3 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreementsiii) to the Swap Counterparties. 4. In the event that the Noteholders' Interest Distribution Amount and the Certificateholders' Return Distribution Amount for a Distribution Date exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 Sections 2.07(c)(iii) and C.5 (c)(iv) on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 clauses (b)(i) and (b)(ii) above, and to distribute such amount to the Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 2.07(c)(iii) and C.5 (c)(iv) subject to the last paragraph of Section 2.7C.2.07(c). 5. (iv) In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 Sections 2.07(c)(v) and 2.7C.7 2.07(c)(vi) on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 clauses (b)(i), (b)(ii) and (b)(iii) above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 2.07(c)(v) and 2.7C.72.07(c)(vi). 6. (v) In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 2.07(c)(vii) on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (b)(i) through B.5 (b)(iv) above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. (c) After giving effect to Section 2.8B2.08(b), if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph Cclause (c)) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing (Ai) to pay to the Noteholders out of such excess in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (Bii) to pay to the Certificateholders out of such excess in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (Diii) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 2.07(c)(ix) for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (Eiv) to pay to the Noteholders out of such excess an amount equal to the amount described in Section 2.07(c)(x) for such Distribution Date (to the extent not otherwise paid to the Noteholders on such Distribution Date); (v) to pay to the Certificateholders out of such excess an amount equal to the amount described in Section 2.07(c)(xi) for such Distribution Date (to the extent not otherwise paid to the Certificateholders on such Distribution Date); (vi) in the event the Trust Student Loans are not sold pursuant to Section 6.1A6.01(a), to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 2.07(c)(v) and C.7 (c)(vi) until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero; provided, provided that the amount of such distribution shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (Fvii) to distribute the remaining amount of such excess to the SellerDepositor. Amounts properly distributed to the Seller Depositor pursuant to this paragraph C.1 clause (c) shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller Depositor shall in no event thereafter be required to refund any such distributed amounts. C.2. In (d) On the event of a final Distribution Date upon termination of a Swap Agreement that requires the Trust to make a termination and following the payment to in full of the applicable Swap Counterparty, such termination payment shall be paid in aggregate outstanding principal balance of the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 Notes and the Swap Payment in Sections 2.7C.10 Certificate Balance and 2.8C.1(C)of all other amounts (other than Carryover Servicing Fees, as Note Interest Carryover and Certificate Return Carryover) owing or to be distributed hereunder or under the case may be; provided, however, that in the event that Indenture or the Trust is required Agreement to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in Noteholders, Certificateholders, the Swap Agreement) where Servicer or the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount and, if necessaryAdministrator, to the reinstatement of extent that Available Funds on such date are insufficient to make the balance of following payments, amounts remaining in the Reserve Account up shall be used first to pay any Carryover Servicing Fees, second to pay any Note Interest Carryover and third to pay any Certificate Return Carryover. Any amount remaining on deposit in the Reserve Account after such payments have been made shall be distributed to the Specified Depositor. The Depositor shall in no event be required to refund any amounts properly distributed pursuant to this Section 2.08(d). (e) Anything in this Section 2.08 to the contrary notwithstanding, if the market value of securities and cash in the Reserve Account Balance. In is on any Distribution Date sufficient to pay the event remaining principal amount of a termination of a Swap Agreement that requires and interest accrued on the Trust Notes, to reduce the Certificate Balance to zero and to pay any accrued return thereon and to pay any Carryover Servicing Fee, Note Interest Carryover or Certificate Return Carryover, such amount will be so applied on such Distribution Date and the Administrator shall instruct the Trustee and the Indenture Trustee to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestpayments.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B and 2.7C.1 on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(C) and 2.8D, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. In the event that the Administration Fee for any Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 above, and to distribute such amount to the Administrator. 3. In the event that the Swap Fees for any Distribution Date exceed the amount distributed to the Swap Counterparties pursuant to Section 2.7C.3 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap Counterparties. 4. In the event that the Noteholders' Interest Distribution Amount and the Certificateholders' Return Interest Distribution Amount for a Distribution Date exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 above, and to distribute such amount to the Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. After giving effect to Section 2.8B, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph C) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing (A) to pay to the Noteholders out of such excess in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) to pay to the Certificateholders out of such excess in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller shall in no event thereafter be required to refund any such distributed amounts. C.2. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount and, if necessary, to the reinstatement of the balance of the Reserve Account up to the Specified Reserve Account Balance. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably request.Section

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. (a) In the event that the Primary Master Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Master Servicer pursuant to Sections 2.7B Section 2.7(b) above and 2.7C.1 Section 2.8(a) above on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee or the Paying Agent in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(C) and 2.8D, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Master Servicer. 2. (b) In the event that the Administration Fee for Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Distribution Date exceeds (after giving effect to required distributions and/or allocations from the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution DateCapitalized Interest Account), the Administrator shall instruct the Indenture Trustee or the Paying Agent in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to clause (a) above, and to distribute such amounts in the same order and priority as is set forth in Sections 2.8(a) through 2.8(d) above. (c) In the event that the Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any class of Class A Notes exceeds the amount distributed to such Class A Noteholders pursuant to Sections 2.8(e), 2.8(f), 2.8(g), 2.8(h), 2.8(i) or 2.8(j) above on such date, the Administrator shall instruct the Indenture Trustee or the Paying Agent in writing to withdraw from the Reserve Account on such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 clauses (a) and (b) above, and to distribute such amount to the AdministratorClass A Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.8(e) through 2.8(j) above. 3. (d) In the event that the Swap Fees for any Class B Noteholders’ Principal Distribution Amount on the Class B Maturity Date exceed exceeds the amount distributed to the Swap Counterparties Class B Noteholders pursuant to Section 2.7C.3 2.8(k) on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee or the Paying Agent in writing to withdraw from the Reserve Account on each Distribution the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 above, and to distribute such amount pro rata clauses (in proportion to their respective entitlements under the Swap Agreementsa) to the Swap Counterparties. 4. In the event that the Noteholders' Interest Distribution Amount and the Certificateholders' Return Distribution Amount for a Distribution Date exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 (c) above, and to distribute such amount to the Class B Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. (e) After giving effect to Section 2.8Bclauses (a) through (d) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph CSection 2.9(e) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee or the Paying Agent in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (Af) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts owing or to pay be distributed hereunder or under the Indenture to Noteholders, the Noteholders out of such excess Master Servicer or the Administrator, as applicable. Any amount remaining on deposit in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) to pay to the Certificateholders out of after such excess in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution payments have been made shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller Excess Distribution Certificateholders. The Excess Distribution Certificateholders shall in no event thereafter be required to refund any such amounts properly distributed amounts. C.2pursuant to this Section 2.9(f). In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment Anything in this Section 2.9 to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount andcontrary notwithstanding, if necessary, to the reinstatement market value of the balance of securities and cash in the Reserve Account up is on any Distribution Date sufficient to pay the Specified Reserve Account Balance. In remaining principal amount of and interest accrued on the event of a termination of a Swap Agreement that requires Notes, such amount will be so applied on such Distribution Date and the Trust Administrator shall instruct the Eligible Lender Trustee and the Indenture Trustee or the Paying Agent to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestpayments.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. (a) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B Section 2.7(b) above and 2.7C.1 Section 2.8(a) above on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.9(f) and 2.8Dbelow, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. (b) In the event that the Administration Fee for Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Distribution Date exceeds (after giving effect to required distributions and/or allocations from the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution DateCapitalized Interest Account), the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excessdeficiency, to the extent of funds available therein after giving effect to paragraph B.1 clause (a) above, and to distribute and/or allocate such amount to amounts in the Administratorsame order and priority as is set forth in Sections 2.8(a) through 2.8(d) above. 3. (c) In the event that the Swap Fees for Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any Distribution Date exceed Class of Class A Notes exceeds the amount distributed to the Swap Counterparties such Class A Noteholders pursuant to Section 2.7C.3 Sections 2.8(c) or 2.8(e) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (a) and B.2 (b) above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap CounterpartiesClass A Noteholders entitled thereto, in the same order and priority as is set forth in Section 2.8(e) above. 4. (d) In the event that the Class B Noteholders' Interest ’ Principal Distribution Amount and on the Certificateholders' Return Distribution Amount for a Distribution Class B Maturity Date exceeds the amount distributed to the Class B Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 2.8(f) on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (a) through B.3 (c) above, and to distribute such amount to the Class B Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. (e) After giving effect to Section 2.8Bclauses (a) through (d) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph C) clause is greater than Administration Agreement the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (Af) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees, and Swap Termination Payments, if applicable) owing or to pay be distributed hereunder or under the Indenture to Noteholders, the Servicer, any of the Currency Swap Counterparties or the Administrator, as applicable, to the Noteholders out of extent that Available Funds on such excess date are insufficient to make the following payments, amounts remaining in the Reserve Account an amount equal shall be used first to pay any Carryover Servicing Fees and second to pay any Swap Termination Payments not previously paid to the Note Principal Shortfall, if any; (B) to pay to the Certificateholders out of such excess applicable Currency Swap Counterparties. Any amount remaining on deposit in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of after such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution payments have been made shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller Excess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event thereafter be required to refund any such amounts properly distributed amountspursuant to this Section 2.9(f). C.2. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment (g) Anything in this Section 2.9 to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount andcontrary notwithstanding, if necessary, to the reinstatement market value of the balance of securities and cash in the Reserve Account up is on any Distribution Date sufficient to pay the Specified Reserve Account Balance. In remaining principal amount of and interest accrued on the event of a termination of a Notes, and to pay any unpaid Carryover Servicing Fee and Swap Agreement that requires Termination Payments, such amount will be so applied on such Distribution Date and the Trust Administrator shall instruct the Eligible Lender Trustee and the Indenture Trustee to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestpayments.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. (a) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B and 2.7C.1 on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.8(a) and 2.8D, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. In the event that the Administration Fee for any Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 above, and to distribute such amount to the Administrator. 3. In the event that the Swap Fees for any Distribution Date exceed the amount distributed to the Swap Counterparties pursuant to Section 2.7C.3 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap Counterparties. 4. In the event that the Noteholders' Interest Distribution Amount and the Certificateholders' Return Distribution Amount for a Distribution Date exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excessdeficiency, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 abovetherein, and to distribute such amount to the Noteholders and Servicer; provided, however, that, except as provided in Section 2.9(h) below, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C.Servicer. 5. (b) In the event that Available Funds are insufficient to make the Noteholders' Principal Distribution Amount payments described under Sections 2.8(a) through 2.8(d) above on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such any Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such final deficiency, to the extent of funds available therein after giving effect to clause 2.9(a) above, and to distribute such amounts in the same order and priority as is set forth in Sections 2.8(a) through 2.8(d) above. (c) In the event that the Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any class of Class A Notes exceeds the amount distributed to the holders of each such class of the Class A Notes pursuant to Sections 2.8(f) above on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 clauses 2.9(a) and 2.9(b) above, and to distribute such amount to the Class A Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7Section 2.8(f) above. 6. (d) In the event that the Certificateholders' Balance Class B Noteholders’ Principal Distribution Amount on the final Distribution Class B Maturity Date with respect to the Certificates exceeds the amount distributed to the Certificateholders Class B Noteholders pursuant to Section 2.7C.8 2.8(g) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 clauses 2.9(a) through B.5 2.9(c) above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders Class B Noteholders entitled thereto, in the same order and priority as set forth in Section 2.8(h) above. C.1. After (e) If, after giving effect to Section 2.8Bclauses 2.9(a) through 2.9(d) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph Cclause) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (Af) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees, if applicable) owing or to pay be distributed hereunder or under the Indenture to Noteholders, the Servicer or the Administrator, as applicable, to the Noteholders out of extent that Available Funds on such excess date are insufficient to make the following payments, amounts remaining in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) shall be used to pay to the Certificateholders out of such excess any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of after such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution payments have been made shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller Excess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event thereafter be required to refund any such amounts properly distributed amountspursuant to this Section 2.9(f). C.2. In (g) [Reserved]. (h) Anything in this Section 2.9 to the event contrary notwithstanding, if the market value of a termination securities and cash in the Reserve Account is on any Distribution Date sufficient to pay the remaining principal amount of a Swap Agreement that requires and interest accrued on the Trust Notes, and to pay any unpaid Carryover Servicing Fee and Carryover Amounts, such amount will be so applied on such Distribution Date and the Administrator shall instruct the Indenture Trustee to make a termination payment to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of payments. (i) an Event of Default (as such term is defined Notwithstanding the foregoing, funds on deposit in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount and, if necessary, to the reinstatement of the balance of the Reserve Account up may be withdrawn by the Administrator at any time to pay any amounts owed to the Specified Reserve Department in respect of any shortfalls in amounts on deposit in the Floor Income Rebate Account Balance. In the event of a termination of a Swap Agreement that requires to be netted against Interest Subsidy Payments and/or Special Allowance Payments on the Trust to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestStudent Loans.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B and 2.7C.1 on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, -------- ------- that, except as provided in Sections 2.8C(C2.8C.1(D) and 2.8D, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. In the event that the Administration Fee for any Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 above, and to distribute such amount to the Administrator. 3. In the event that the Swap Fees for any Distribution Date exceed the amount distributed to the applicable Swap Counterparties pursuant to Section 2.7C.3 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 above, and to distribute such amount pro rata (in proportion to their respective entitlements under the applicable Swap Agreements) Agreements without preference or priority to the applicable Swap Counterparties. 4. In the event that the Class A Noteholders' Interest Distribution Amount and the CertificateholdersClass B Noteholders' Return Interest Distribution Amount for a Distribution Date exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 above, and to distribute such amount to the Class A Noteholders and to the Certificateholders Class B Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Class A Noteholders' Principal Distribution Amount on the Note Final Distribution Maturity Date with respect to each any Class of Class A Notes exceeds the amount distributed to such Class A Noteholders pursuant to Section 2.7C.6 and or 2.7C.7 on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Class A Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the CertificateholdersClass B Noteholders' Balance Principal Distribution Amount on the final Distribution Class B Maturity Date with respect to the Certificates exceeds the amount distributed to the Certificateholders Class B Noteholders pursuant to Section 2.7C.8 on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders Class B Noteholders entitled thereto. C.1. After giving effect to Section 2.8B, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph CC.1) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing (A) to pay to the Class A Noteholders out of such excess in the Reserve Account an amount equal to the Class A Note Principal Shortfall, if any; (B) to pay to the Certificateholders Class B Noteholders out of such excess in the Reserve Account an amount equal to the Certificate Balance Class B Note Principal Shortfall, if any; (C) to pay the applicable Swap Counterparties, pro rata (in proportion to their respective entitlements under the applicable Swap Agreements)Agreements without preference or priority, out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may beNotes, first to the Class A Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Class A Notes is paid in full and then to the Certificateholders Class B Noteholders until the Certificate Balance principal balance of the Class B Notes is reduced to zero, provided that the amount of such distribution shall not exceed the outstanding -------- principal balance of the Class A Notes or the Certificate BalanceClass B Notes, as applicable, after giving effect to all other payments in respect of principal of Class A Notes and Certificate Balance Class B Notes to be made on such date; and (F) to distribute the remaining amount of such excess (i) to the Seller, to the extent of any portion thereof that is attributable to the reduction from time to time of the Specified Reserve Account Balance, and (ii) to the Seller or its assignee, as holder of the Excess Distribution Certificate, any remaining portion thereof. Amounts properly distributed to the Seller or such holder pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller or such holder shall in no event thereafter be required to refund any such distributed amounts. C.2. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Class A Noteholders to receive the Class A Noteholders' Distribution Amount and to the Certificateholders Class B Noteholders to receive the CertificateholdersClass B Noteholders' Distribution Amount and, if necessary, to the reinstatement of the balance of the Reserve Account up to the Specified Reserve Account Balance. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably request.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. (a) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B Section 2.7(b) above and 2.7C.1 clause 2.8(a) above on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.9(f) and 2.8Dbelow, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. (b) In the event that the Administration Fee for Available Funds are insufficient to make the payments described under clauses 2.8(a) through 2.8(d) above on any Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 Section 2.9(a) above, and to distribute such amount to amounts in the Administratorsame order and priority as is set forth in clauses 2.8 (a) through 2.8(d) above. 3. (c) In the event that the Swap Fees for Class A Noteholders' Principal Distribution Amount on the Note Final Maturity Date with respect to any Distribution Date exceed Class of Class A Notes exceeds the amount distributed to the Swap Counterparties such Class A Noteholders pursuant to Section 2.7C.3 clauses 2.8(e), 2.8(f), 2.8(g) or 2.8(h) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to Sections 2.9 (a) and (b) above, and to distribute such amount to the Class A Noteholders entitled thereto, in the same order and priority as is set forth in clauses 2.8(e) through 2.8(h) above. (d) In the event that the Class B Noteholders' Principal Distribution Amount on the Class B Maturity Date exceeds the amount distributed to the Class B Noteholders pursuant to clause 2.8(i) on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreementsa) to the Swap Counterparties. 4. In the event that the Noteholders' Interest Distribution Amount and the Certificateholders' Return Distribution Amount for a Distribution Date exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 (c) above, and to distribute such amount to the Class B Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. (e) After giving effect to Section 2.8BSections 2.9(a) through (d) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph CSection 2.9(e) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (Af) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees) owing or to pay be distributed hereunder or under the Indenture to Noteholders, the Servicer or the Administrator, to the Noteholders out of extent that Available Funds on such excess date are insufficient to make the following payments, amounts remaining in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) shall be used to pay to the Certificateholders out of such excess any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of after such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution payments have been made shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller Excess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event thereafter be required to refund any such amounts properly distributed amountspursuant to this Section 2.9(f). C.2. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment (g) Anything in this Section 2.9 to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount andcontrary notwithstanding, if necessary, to the reinstatement market value of the balance of securities and cash in the Reserve Account up is on any Distribution Date sufficient to pay the Specified Reserve Account Balance. In remaining principal amount of and interest accrued on the event of a termination of a Swap Agreement that requires Notes, and to pay any unpaid Carryover Servicing Fee, such amount will be so applied on such Distribution Date and the Trust Administrator shall instruct the Eligible Lender Trustee and the Indenture Trustee to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestpayments.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B and 2.7C.1 on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, -------- ------- that, except as provided in Sections 2.8C(C2.8C.1(D) and 2.8D, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. In the event that the Administration Fee for any Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 above, and to distribute such amount to the Administrator. 3. In the event that the Swap Fees for any Distribution Date exceed the amount distributed to the applicable Swap Counterparties pursuant to Section 2.7C.3 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 above, and to distribute such amount pro rata (in proportion to their respective entitlements under the applicable Swap Agreements) Agreements without preference or priority to the applicable Swap Counterparties. 4. In the event that the Class A Noteholders' Interest Distribution Amount and the CertificateholdersClass B Noteholders' Return Interest Distribution Amount for a Distribution Date exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 above, and to distribute such amount to the Class A Noteholders and to the Certificateholders Class B Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Class A Noteholders' Principal Distribution Amount on the Note Final Distribution Maturity Date with respect to each any Class of Class A Notes exceeds the amount distributed to such Class A Noteholders pursuant to Section 2.7C.6 and or 2.7C.7 on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Class A Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the CertificateholdersClass B Noteholders' Balance Principal Distribution Amount on the final Distribution Class B Maturity Date with respect to the Certificates exceeds the amount distributed to the Certificateholders Class B Noteholders pursuant to Section 2.7C.8 on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders Class B Noteholders entitled thereto. C.1. After giving effect to Section 2.8B, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph CC.1) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing (A) to pay to the Class A Noteholders out of such excess in the Reserve Account an amount equal to the Class A Note Principal Shortfall, if any; (B) to pay to the Certificateholders Class B Noteholders out of such excess in the Reserve Account an amount equal to the Certificate Balance Class B Note Principal Shortfall, if any; (C) to pay the applicable Swap Counterparties, pro rata (in proportion to their respective entitlements under the applicable Swap Agreements)Agreementswithout preference or priority, out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may beNotes, first to the Class A Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Class A Notes is paid in full and then to the Certificateholders Class B Noteholders until the Certificate Balance principal balance of the Class B Notes is reduced to zero, provided that the amount of such distribution shall not exceed the outstanding -------- principal balance of the Class A Notes or the Certificate BalanceClass B Notes, as applicable, after giving effect to all other payments in respect of principal of Class A Notes and Certificate Balance Class B Notes to be made on such date; and (F) to distribute the remaining amount of such excess (i) to the Seller, to the extent of any portion thereof that is attributable to the reduction from time to time of the Specified Reserve Account Balance, and (ii) to the Seller or its assignee, as holder of the Excess Distribution Certificate, any remaining portion thereof. Amounts properly distributed to the Seller or such holder pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller or such holder shall in no event thereafter be required to refund any such distributed amounts. C.2. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Class A Noteholders to receive the Class A Noteholders' Distribution Amount and to the Certificateholders Class B Noteholders to receive the CertificateholdersClass B Noteholders' Distribution Amount and, if necessary, to the reinstatement of the balance of the Reserve Account up to the Specified Reserve Account Balance. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably request.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. (a) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B Section 2.7(b) above and 2.7C.1 Section 2.8(a) above on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.9(f) and 2.8Dbelow, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. (b) In the event that the Administration Fee for Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Distribution Date exceeds (after giving effect to required distributions and/or allocations from the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution DateCapitalized Interest Account), the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excessdeficiency, to the extent of funds available therein after giving effect to paragraph B.1 clause (a) above, and to distribute such amount to amounts in the Administratorsame order and priority as is set forth in Sections 2.8(a) through 2.8(d) above. 3. (c) In the event that the Swap Fees for Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any Distribution Date exceed Class of Class A Notes exceeds the amount distributed to the Swap Counterparties such Class A Noteholders pursuant to Section 2.7C.3 2.8(e) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (a) and B.2 (b) above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap CounterpartiesClass A Noteholders entitled thereto, in the same order and priority as is set forth in Section 2.8(e) above. 4. (d) In the event that the Class B Noteholders' Interest ’ Principal Distribution Amount and on the Certificateholders' Return Distribution Amount for a Distribution Class B Maturity Date exceeds the amount distributed to the Class B Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 2.8(f) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (a) through B.3 (c) above, and to distribute such amount to the Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the B Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7.. Administration Agreement 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. (e) After giving effect to Section 2.8Bclauses (a) through (d) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph C) clause is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (Af) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees) owing or to pay be distributed hereunder or under the Indenture to Noteholders, the Servicer or the Administrator, as applicable, to the Noteholders out of extent that Available Funds on such excess date are insufficient to make the following payments, amounts remaining in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) shall be used to pay to the Certificateholders out of such excess any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of after such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution payments have been made shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller Excess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event thereafter be required to refund any such amounts properly distributed amounts. C.2pursuant to this Section 2.9(f). In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment Anything in this Section 2.9 to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount andcontrary notwithstanding, if necessary, to the reinstatement market value of the balance of securities and cash in the Reserve Account up is on any Distribution Date sufficient to pay the Specified Reserve Account Balance. In remaining principal amount of and interest accrued on the event of a termination of a Swap Agreement that requires Notes, and to pay any unpaid Carryover Servicing Fee, such amount will be so applied on such Distribution Date and the Trust Administrator shall instruct the Eligible Lender Trustee and the Indenture Trustee to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestpayments.

Reserve Account. A. (a) On the Closing Date, the Issuer Depositor shall deposit deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve Account. 1. In the event that (b) If the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B Section 2.7(b) above and 2.7C.1 Section 2.8(a) above on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee Administrator in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.10(f) and 2.8Dbelow, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees Fee to the Servicer. 2. In (c) If the event that Available Funds, plus amounts transferred from the Administration Fee for any Capitalized Interest Account through the August 2016 Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 2.7C.2 2.9 above, are insufficient to make the payments described under Sections 2.8(a) and 2.8(b) above on such any Distribution Date, the Administrator shall instruct the Indenture Trustee Administrator in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excessdeficiency, to the extent of funds available therein after giving effect to paragraph B.1 clause (b) above, and to distribute such amount to amounts in the Administratorsame order and priority as is set forth in Section 2.8 above. 3. In (d) If, on the event that the Swap Fees for any Distribution Date exceed Note Final Maturity Date, the amount distributed to the Swap Counterparties such Noteholders pursuant to Section 2.7C.3 2.8(c) and 2.8(e) above on such Distribution Datedate is insufficient to reduce the Outstanding Amount of the Notes to zero, the Administrator shall instruct the Indenture Trustee Administrator in writing to withdraw from the Reserve Account on each Distribution such Note Final Maturity Date an the amount equal required to reduce the principal balance of any such excessmaturing Notes to zero, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (b) and B.2 above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreementsc) to the Swap Counterparties. 4. In the event that the Noteholders' Interest Distribution Amount and the Certificateholders' Return Distribution Amount for a Distribution Date exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 above, and to distribute such amount to the Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 2.8(c) above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. (e) After giving effect to Section 2.8Bclauses (b) through (d) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph CSection 2.10(e)) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee Administrator in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (Af) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees) owing or to pay be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, the Servicer, the Indenture Trustee or the Administrator, as applicable, to the Noteholders out of extent that Available Funds on such excess date are insufficient to make the following payments, amounts remaining in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) shall be used to pay to the Certificateholders out of such excess any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of after such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution payments have been made shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from holder of the Trust Estate and Certificate. The holder of the security interest therein granted to the Indenture Trustee, and the Seller Trust Certificate shall in no event thereafter be required to refund any such amounts properly distributed amounts. C.2pursuant to this Section 2.10(f). In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment Anything in this Section 2.10 to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount andcontrary notwithstanding, if necessary, to the reinstatement market value of the balance of securities and cash in the Reserve Account up and any other Available Funds is on any Distribution Date sufficient to pay the Specified remaining principal amount of and interest accrued on the Notes, and to pay any unpaid Primary Servicing Fees and Administration Fees and all other amounts due by the Trust on such Distribution Date, such amount shall be so applied on such Distribution Date and the Administrator shall instruct the Owner Trustee and the Indenture Administrator to use all amounts in the Reserve Account Balance. In the event of a termination of a Swap Agreement that requires the Trust and all other Available Funds to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of pay such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestamounts due or outstanding.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. (a) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B Section 2.7(b) above and 2.7C.1 Section 2.8(a) above on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee Paying Agent in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.9(f) and 2.8Dbelow, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. (b) In the event that the Administration Fee for Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Distribution Date exceeds (after giving effect to required distributions and/or allocations from the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution DateCapitalized Interest Account), the Administrator shall instruct the Indenture Trustee Paying Agent in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to clause (a) above, and to distribute such amounts in the same order and priority as is set forth in Sections 2.8(a) through 2.8(d) above. (c) In the event that the Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any Class of Class A Notes exceeds the amount distributed to such Class A Noteholders pursuant to Section 2.8(e) above on such date, the Administrator shall instruct the Paying Agent in writing to withdraw from the Reserve Account on such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 clauses (a) and (b) above, and to distribute such amount to the AdministratorClass A Noteholders entitled thereto, in the same order and priority as is set forth in Section 2.8(e) above. 3. (d) In the event that the Swap Fees for any Class B Noteholders’ Principal Distribution Amount on the Class B Maturity Date exceed exceeds the amount distributed to the Swap Counterparties Class B Noteholders pursuant to Section 2.7C.3 2.8(f) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee Paying Agent in writing to withdraw from the Reserve Account on each Distribution the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 above, and to distribute such amount pro rata clauses (in proportion to their respective entitlements under the Swap Agreementsa) to the Swap Counterparties. 4. In the event that the Noteholders' Interest Distribution Amount and the Certificateholders' Return Distribution Amount for a Distribution Date exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 (c) above, and to distribute such amount to the Class B Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. (e) After giving effect to Section 2.8Bclauses (a) through (d) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph C) clause is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee Paying Agent in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (Af) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees) owing or to pay be distributed hereunder or under the Indenture to Noteholders, the Servicer or the Administrator, as applicable, to the Noteholders out of extent that Available Funds on such excess date are insufficient to make the following payments, amounts remaining in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) shall be used to pay to the Certificateholders out of such excess any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of after such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution payments have been made shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from holder of the Trust Estate and Certificate. The holder of the security interest therein granted to the Indenture Trustee, and the Seller Trust Certificate shall in no event thereafter be required to refund any such amounts properly distributed amounts. C.2pursuant to this Section 2.9(f). In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment Anything in this Section 2.9 to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount andcontrary notwithstanding, if necessary, to the reinstatement market value of the balance of securities and cash in the Reserve Account up is on any Distribution Date sufficient to pay the Specified remaining principal amount of and interest accrued on the Notes, and to pay any unpaid Primary Servicing Fee, Carryover Servicing Fee and all other amounts due by the Trust on such Distribution Date, such amount will be so applied on such Distribution Date and the Administrator shall instruct the Paying Agent and the Owner Trustee to use all amounts on deposit in the Reserve Account Balance. In the event of a termination of a Swap Agreement that requires the Trust and all other Available Funds to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of pay such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestamounts due or outstanding.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. (a) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B Section 2.7(b) above and 2.7C.1 Section 2.8(a) above on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.9(f) and 2.8Dbelow, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. (b) In the event that the Administration Fee for Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Distribution Date exceeds (after giving effect to required distributions and/or allocations from the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution DateCapitalized Interest Account), the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excessdeficiency, to the extent of funds available therein after giving effect to paragraph B.1 clause (a) above, and to distribute and/or allocate such amount to amounts in the Administratorsame order and priority as is set forth in Sections 2.8(a) through 2.8(d) above. 3. (c) In the event that the Swap Fees for Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any Distribution Date exceed Class of Class A Notes exceeds the amount distributed to the Swap Counterparties such Class A Noteholders pursuant to Section 2.7C.3 Sections 2.8(c) or 2.8(e) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (a) and B.2 (b) above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap CounterpartiesClass A Noteholders entitled thereto, in the same order and priority as is set forth in Section 2.8(e) above. 4. (d) In the event that the Class B Noteholders' Interest ’ Principal Distribution Amount and on the Certificateholders' Return Distribution Amount for a Distribution Class B Maturity Date exceeds the amount distributed to the Class B Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 2.8(f) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (a) through B.3 (c) above, and to distribute such amount to the Class B Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. (e) After giving effect to Section 2.8Bclauses (a) through (d) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph C) clause is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. Administration Agreement (Af) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees, and Swap Termination Payments, if applicable) owing or to pay be distributed hereunder or under the Indenture to Noteholders, the Servicer, the Currency Swap Counterparty or the Administrator, as applicable, to the Noteholders out of extent that Available Funds on such excess date are insufficient to make the following payments, amounts remaining in the Reserve Account an amount equal shall be used first to pay any Carryover Servicing Fees and second to pay any Swap Termination Payments not previously paid to the Note Principal Shortfall, if any; (B) to pay to the Certificateholders out of such excess Currency Swap Counterparty. Any amount remaining on deposit in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of after such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution payments have been made shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller Excess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event thereafter be required to refund any such amounts properly distributed amountspursuant to this Section 2.9(f). C.2. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment (g) Anything in this Section 2.9 to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount andcontrary notwithstanding, if necessary, to the reinstatement market value of the balance of securities and cash in the Reserve Account up is on any Distribution Date sufficient to pay the Specified Reserve Account Balance. In remaining principal amount of and interest accrued on the event of a termination of a Notes, and to pay any unpaid Carryover Servicing Fee and Swap Agreement that requires Termination Payments, such amount will be so applied on such Distribution Date and the Trust Administrator shall instruct the Eligible Lender Trustee and the Indenture Trustee to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestpayments.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B and 2.7C.1 on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(C) and 2.8D, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. In the event that the Administration Fee for any Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 above, and to distribute such amount to the Administrator. 3. In the event that the Swap Fees Noteholders' Interest Distribution Amount and the Certificateholders' Return Distribution Amount for any a Distribution Date exceed exceeds the amount distributed to Noteholders and to the Swap Counterparties Certificateholders pursuant to Section 2.7C.3 and C.4 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap Counterparties.Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.3 and C.4 subject to the last paragraph of Section 2.7C. 4. In the event that the Noteholders' Interest Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.5 and 2.7C.6 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1, B.2 and B.3 above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.5 and 2.7C.6. 5. In the event that the Certificateholders' Return Balance Distribution Amount for a on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 above, and to distribute such amount to the Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. C. After giving effect to Section 2.8B, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph C) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing (A) to pay to the Noteholders out of such excess in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) to pay to the Certificateholders out of such excess in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay to the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.9 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (D) to pay to the Noteholders out of such excess an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties Noteholders on such Distribution Date); (DE) to pay to the Servicer Certificateholders out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer Certificateholders on such Distribution Date); (EF) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 2.7C.5 and C.7 C.6 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (FG) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 C shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller shall in no event thereafter be required to refund any such distributed amounts. C.2. In D. On the event of a final Distribution Date upon termination of a Swap Agreement that requires the Trust to make a termination and following the payment to in full of the applicable Swap Counterparty, such termination payment shall be paid in aggregate outstanding principal balance of the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 Notes and the Swap Payment in Sections 2.7C.10 Certificate Balance and 2.8C.1(C)of all other amounts (other than Carryover Servicing Fees, as Note Interest Carryover and Certificate Return Carryover) owing or to be distributed hereunder or under the case may be; provided, however, that in the event that Indenture or the Trust is required Agreement to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in Noteholders, Certificateholders, the Swap Agreement) where Servicer or the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount and, if necessaryAdministrator, to the reinstatement of extent that Available Funds on such date are insufficient to make the balance of following payments, amounts remaining in the Reserve Account up shall be used first to pay any Carryover Servicing Fees, second to pay any Note Interest Carryover and third to pay any Certificate Return Carryover. Any amount remaining on deposit in the Reserve Account after such payments have been made shall be distributed to the Specified Seller. The Seller shall in no event be required to refund any amounts properly distributed pursuant to this Section 2.8D. E. Anything in this Section 2.8 to the contrary notwithstanding, if the market value of securities and cash in the Reserve Account Balance. In is on any Distribution Date sufficient to pay the event remaining principal amount of a termination of a Swap Agreement that requires and interest accrued on the Trust Notes, to reduce the Certificate Balance to zero and to pay any accrued return thereon and to pay any Carryover Servicing Fee, Note Interest Carryover or Certificate Return Carryover, such amount will be so applied on such Distribution Date and the Administrator shall instruct the Eligible Lender Trustee and the Indenture Trustee to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestpayments.

Reserve Account. A. (a) On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. The Trustee shall deposit into the Reserve Account the amounts, if any, required to be deposited pursuant to Sections 8.02 and 8.11. 1. In (i) If the event that the Primary Servicing Fee amounts payable for any Monthly Servicing Payment Date or Quarterly Distribution Date exceeds pursuant to Section 8.02(g)(1) exceed the amount distributed or allocated to the Servicer pursuant to Sections 2.7B and 2.7C.1 applicable parties on such Monthly Servicing Payment Date or Quarterly Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Quarterly Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute or allocate such amount amounts to the Servicer; provided, however, that, except as provided in Sections 2.8C(C) and 2.8D, amounts on deposit in applicable parties PRO RATA (based upon the Reserve Account will not be available amount owed to cover any unpaid Carryover Servicing Fees to the Servicersuch parties). 2. In (ii) If the event that the Administration Fee for any amounts payable on each Quarterly Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 2.7C.2 8.02(g)(2) exceed the amount transferred to the Future Distribution Account on such Quarterly Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each such Quarterly Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 aboveparagraph(b)(i), and to distribute transfer such amount to the AdministratorFuture Distribution Account. 3. In (iii) If the event that the Swap Fees amounts payable for any Quarterly Distribution Date pursuant to Section 8.02(g)(3) exceed the amount distributed transferred to the Swap Counterparties pursuant to Section 2.7C.3 ▇▇▇▇ Pledge Fund on such Quarterly Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each such Quarterly Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 (b)(i) through (b)(ii) above, and to distribute transfer such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap Counterparties▇▇▇▇ Pledge Fund. 4. In the event that (iv) If the Noteholders' Interest Distribution Amount and with respect to the Certificateholders' Return Distribution Amount Class A Notes for a Distribution Date exceeds the amount distributed to the Noteholders and to holders of the Certificateholders pursuant to Section 2.7C.4 and C.5 Class A Notes on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 paragraph (b)(i) through B.3 (b)(iii) above, and to distribute such amount PRO RATA (based on the amount of such excess allocable to the Noteholders and holders of the Class A Notes), to the Certificateholders holders of the Class A Notes entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C.. 5. In the event that the Noteholders' Principal Distribution Amount (v) If on the Final Distribution Maturity Date with respect to each for a Class of Class A Notes, the outstanding principal balance of the applicable Class of Class A Notes (prior to giving effect to any distribution of principal thereon on such date) exceeds the amount of principal distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 the holders of the applicable Class of Class A Notes on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Reserve Account on such final Distribution Date date an amount equal to such excess, to the extent of funds available therein therein, after giving effect to paragraphs B.1 (b)(i) through B.4 above, (b)(iv) above and to distribute such amount to the Noteholders entitled theretoholders of the applicable Class of Class A Notes, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7Section 8.02(g)(11). 6. In (vi) If the event that the CertificateholdersNoteholders' Balance Interest Distribution Amount on the final Distribution Date with respect to the Certificates Class B Notes for a Distribution Date exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 holders of the Class B Notes on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 paragraph (b)(i) through B.5 (b)(v) above, and to distribute such amount PRO RATA (based on the amount of such excess allocable to the Eligible Lender Trustee on behalf holders of the CertificateholdersClass B Notes), for distribution to the Certificateholders holders of the Class A Notes entitled thereto. C.1. After (vii) If on the Final Maturity Date for a Class of Class B Notes, the outstanding principal balance of the applicable Class of Class B Notes (prior to giving effect to Section 2.8Bany distribution of principal thereon on such date) exceeds the amount of principal distributed to the holders of the applicable Class of Class B Notes on such date, if the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(i) through (b)(vi) above and to distribute such amount to the holders of the applicable Class of Class B Notes, PRO RATA (based on the Outstanding Principal Balance of each such Class). (c) If the amount on deposit in the Reserve Account on any Quarterly Distribution Date (after without giving effect to all deposits or withdrawals therefrom on such Quarterly Distribution Date other than pursuant to this paragraph CDate) is greater than the Specified Reserve Account Balance for such Quarterly Distribution Date, the Administrator Issuer shall instruct the Indenture Trustee in writing (A) to pay to the Noteholders out of such excess in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) to pay to the Certificateholders out of such excess in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that deposit the amount of such excess into the Collection Account for distribution shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller shall in no event thereafter be required to refund any such distributed amountsQuarterly Distribution Date. C.2. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount and, if necessary, to the reinstatement of the balance of the Reserve Account up to the Specified Reserve Account Balance. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably request.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. (a) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B and 2.7C.1 on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.8(a) and 2.8D, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. In the event that the Administration Fee for any Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 above, and to distribute such amount to the Administrator. 3. In the event that the Swap Fees for any Distribution Date exceed the amount distributed to the Swap Counterparties pursuant to Section 2.7C.3 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap Counterparties. 4. In the event that the Noteholders' Interest Distribution Amount and the Certificateholders' Return Distribution Amount for a Distribution Date exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excessdeficiency, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Section 2.9(h) below, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. (b) In the event that Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Distribution Date (after giving effect to required distributions from the Capitalized Interest Account), the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 clause 2.9(a) above, and to distribute such amount to the Noteholders and to the Certificateholders entitled thereto, amounts in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C.2.8(a) through 2.8(d) above. 5. (c) In the event that the Class A Noteholders' ’ Principal Distribution Amount on the related Note Final Distribution Maturity Date with respect to each Class of Notes exceeds the amount distributed to such the Class A Noteholders pursuant to Section 2.7C.6 and 2.7C.7 Sections 2.8(f) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 clauses 2.9(a) and 2.9(b) above, and to distribute such amount to the Class A Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7Section 2.8(f) above. 6. (d) In the event that the Certificateholders' Balance Class B Noteholders’ Principal Distribution Amount on the final Distribution related Note Final Maturity Date with respect to the Certificates exceeds the amount distributed to the Certificateholders Class B Noteholders pursuant to Section 2.7C.8 Sections 2.8(g) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 clauses 2.9(a) through B.5 2.9(c) above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled theretoClass B Noteholders as set forth in Section 2.8(g) above. C.1. After (e) If, after giving effect to Section 2.8Bclauses 2.9(a) through 2.9(d) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph Cclause) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (Af) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees, if applicable) owing or to pay be distributed hereunder or under the Indenture to Noteholders, the Servicer or the Administrator, as applicable, to the Noteholders out of extent that Available Funds on such excess date are insufficient to make the following payments, amounts remaining in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) shall be used to pay to the Certificateholders out of such excess any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of after such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution payments have been made shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller Excess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event thereafter be required to refund any such amounts properly distributed amountspursuant to this Section 2.9(f). C.2. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment (g) [Reserved]. (h) Anything in this Section 2.9 to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount andcontrary notwithstanding, if necessary, to the reinstatement market value of the balance of securities and cash in the Reserve Account up is on any Distribution Date sufficient to pay the Specified Reserve Account Balance. In remaining principal amount of and interest accrued on the event of a termination of a Swap Agreement that requires Notes, and to pay any unpaid Carryover Servicing Fee and Carryover Amounts, such amount will be so applied on such Distribution Date and the Trust Administrator shall instruct the Indenture Trustee to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestpayments.

Reserve Account. A. (a) On the Closing Date, the Issuer Depositor shall deposit deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve Account. 1. In the event that (b) If the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B Section 2.7(b) above and 2.7C.1 Section 2.8(a) above on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee Administrator in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.10(f) and 2.8Dbelow, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees Fee to the Servicer. 2. In (c) If the event that Available Funds, plus amounts transferred from the Administration Fee for any Capitalized Interest Account through the __________ 20__ Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 2.7C.2 2.9 above, are insufficient to make the payments described under Sections 2.8(a) and 2.8(b) above on such any Distribution Date, the Administrator shall instruct the Indenture Trustee Administrator in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excessdeficiency, to the extent of funds available therein after giving effect to paragraph B.1 clause (b) above, and to distribute such amount to amounts in the Administratorsame order and priority as is set forth in Section 2.8 above. 3. In (d) If, on the event that the Swap Fees for any Distribution Date exceed Note Final Maturity Date, the amount distributed to the Swap Counterparties such Noteholders pursuant to Section 2.7C.3 2.8(c) above on such Distribution Datedate is insufficient to reduce the Outstanding Amount of the Notes to zero, the Administrator shall instruct the Indenture Trustee Administrator in writing to withdraw from the Reserve Account on each Distribution such Note Final Maturity Date an the amount equal required to reduce the principal balance of any such excessmaturing Notes to zero, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (b) and B.2 above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreementsc) to the Swap Counterparties. 4. In the event that the Noteholders' Interest Distribution Amount and the Certificateholders' Return Distribution Amount for a Distribution Date exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 above, and to distribute such amount to the Noteholders and to the Certificateholders entitled theretoNoteholders, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 2.8(c) above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. (e) After giving effect to Section 2.8Bclauses (b) through (d) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph CSection 2.10(e)) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee Administrator in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (Af) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees) owing or to pay be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, the Servicer, the Indenture Trustee or the Administrator, as applicable, to the Noteholders out of extent that Available Funds on such excess date are insufficient to make the following payments, amounts remaining in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) shall be used to pay to the Certificateholders out of such excess any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of after such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution payments have been made shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from holder of the Trust Estate and Certificate. The holder of the security interest therein granted to the Indenture Trustee, and the Seller Trust Certificate shall in no event thereafter be required to refund any such amounts properly distributed amounts. C.2pursuant to this Section 2.10(f). In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment Anything in this Section 2.10 to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount andcontrary notwithstanding, if necessary, to the reinstatement market value of the balance of securities and cash in the Reserve Account up and any other Available Funds is on any Distribution Date sufficient to pay the Specified remaining principal amount of and interest accrued on the Notes, and to pay any unpaid Primary Servicing Fees and Administration Fees and all other amounts due by the Trust on such Distribution Date, such amount shall be so applied on such Distribution Date and the Administrator shall instruct the Owner Trustee and the Indenture Administrator to use all amounts in the Reserve Account Balance. In the event of a termination of a Swap Agreement that requires the Trust and all other Available Funds to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of pay such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestamounts due or outstanding.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B and 2.7C.1 on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(C2.8.1C.1(D) and 2.8D2.8.1D, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. In the event that the Administration Fee for any Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 above, and to distribute such amount to the Administrator. 3. In the event that the Swap Fees for any Distribution Date exceed the amount distributed to the Swap Counterparties pursuant to Section 2.7C.3 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap Counterparties.[RESERVED] 4. In the event that the Class A Noteholders' Interest Distribution Amount and the CertificateholdersClass B Noteholders' Return Interest Distribution Amount for a Distribution Date exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 Sections 2.7C.4, 2.7C.5 and C.5 2.8.2B.1 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 above, and to distribute such amount to the Class A Noteholders and to the Certificateholders Class B Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Class A Noteholders' Principal Distribution Amount on the Note Final Distribution Maturity Date with respect to each any Class of Class A Notes exceeds the amount distributed to such Class A Noteholders pursuant to Section 2.7C.6 and or 2.7C.7 on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Class A Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the CertificateholdersClass B Noteholders' Balance Principal Distribution Amount on the final Distribution Class B Maturity Date with respect to the Certificates exceeds the amount distributed to the Certificateholders Class B Noteholders pursuant to Section 2.7C.8 on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders Class B Noteholders entitled thereto. C.1. After giving effect to Section 2.8B2.8.1B, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph CC.1) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing (A) to pay to the Class A Noteholders out of such excess in the Reserve Account an amount equal to the Class A Note Principal Shortfall, if any; (B) to pay to the Certificateholders Class B Noteholders out of such excess in the Reserve Account an amount equal to the Certificate Balance Class B Note Principal Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date)[RESERVED]; (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may beNotes, first to the Class A Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Class A Notes is paid in full and then to the Certificateholders Class B Noteholders until the Certificate Balance principal balance of the Class B Notes is reduced to zero, provided that the amount of such distribution shall not exceed the outstanding principal balance of the Class A Notes or the Certificate BalanceClass B Notes, as applicable, after giving effect to all other payments in respect of principal of Class A Notes and Certificate Balance Class B Notes to be made on such date; and (F) to distribute the remaining amount of such excess (i) to the Seller, to the extent of any portion thereof that is attributable to the reduction from time to time of the Specified Reserve Account Balance, and (ii) to the Seller or its assignee, as holder of the Excess Distribution Certificate, any remaining portion thereof. Amounts properly distributed to the Seller or such holder pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller or such holder shall in no event thereafter be required to refund any such distributed amounts. C.2. In the event of a termination of a the Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty, such termination payment shall be paid after any payment made through Section 2.7C.9 and prior to any payment made in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount and, if necessary, to the reinstatement of the balance of the Reserve Account up to the Specified Reserve Account Balance. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestSection 2.7C.11 .

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B and 2.7C.1 on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as -------- ------- provided in Sections 2.8C(C2.8C.1(D) and 2.8D, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. In the event that the Administration Fee for any Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 above, and to distribute such amount to the Administrator. 3. In the event that the Swap Fees for any Distribution Date exceed the amount distributed to the applicable Swap Counterparties pursuant to Section 2.7C.3 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 above, and to distribute such amount pro rata (in proportion to their respective entitlements under the applicable Swap Agreements) Agreements without preference or priority to the applicable Swap Counterparties. 4. In the event that the Class A Noteholders' Interest Distribution Amount and the CertificateholdersClass B Noteholders' Return Interest Distribution Amount for a Distribution Date exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 above, and to distribute such amount to the Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. After giving effect to Section 2.8B, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph C) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing (A) to pay to the Noteholders out of such excess in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) to pay to the Certificateholders out of such excess in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller shall in no event thereafter be required to refund any such distributed amounts. C.2. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount and, if necessary, to the reinstatement of the balance of the Reserve Account up to the Specified Reserve Account Balance. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably request.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. (a) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B Section 2.7(b) above and 2.7C.1 Section 2.8(a) above on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.9(f) and 2.8Dbelow, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. (b) In the event that the Administration Fee for Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Distribution Date exceeds (after giving effect to required distributions and/or allocations from the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution DateCapitalized Interest Account), the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excessdeficiency, to the extent of funds available therein after giving effect to paragraph B.1 clause (a) above, and to distribute such amount to amounts in the Administratorsame order and priority as is set forth in Sections 2.8(a) through 2.8(d) above. 3. (c) In the event that the Swap Fees for Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any Distribution Date exceed Class of Class A Notes exceeds the amount distributed to the Swap Counterparties such Class A Noteholders pursuant to Section 2.7C.3 2.8(e) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (a) and B.2 (b) above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap Counterparties.Class A Noteholders entitled thereto, in the same order and priority as is set forth in Section 2.8(e) above. Administration Agreement 4. (d) In the event that the Class B Noteholders' Interest ’ Principal Distribution Amount and on the Certificateholders' Return Distribution Amount for a Distribution Class B Maturity Date exceeds the amount distributed to the Class B Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 2.8(f) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (a) through B.3 (c) above, and to distribute such amount to the Class B Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. (e) After giving effect to Section 2.8Bclauses (a) through (d) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph C) clause is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (Af) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees) owing or to pay be distributed hereunder or under the Indenture to Noteholders, the Servicer or the Administrator, as applicable, to the Noteholders out of extent that Available Funds on such excess date are insufficient to make the following payments, amounts remaining in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) shall be used to pay to the Certificateholders out of such excess any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of after such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution payments have been made shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller Excess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event thereafter be required to refund any such amounts properly distributed amounts. C.2pursuant to this Section 2.9(f). In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment Anything in this Section 2.9 to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount andcontrary notwithstanding, if necessary, to the reinstatement market value of the balance of securities and cash in the Reserve Account up is on any Distribution Date sufficient to pay the Specified Reserve Account Balance. In remaining principal amount of and interest accrued on the event of a termination of a Swap Agreement that requires Notes, and to pay any unpaid Carryover Servicing Fee, such amount will be so applied on such Distribution Date and the Trust Administrator shall instruct the Eligible Lender Trustee and the Indenture Trustee to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestpayments.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. (a) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B Section 2.7(b) above and 2.7C.1 Section 2.8(a) above on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.9(f) and 2.8Dbelow, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. (b) In the event that the Administration Fee for Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Distribution Date exceeds (after giving effect to required distributions and/or allocations from the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution DateCapitalized Interest Account), the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excessdeficiency, to the extent of funds available therein after giving effect to paragraph B.1 clause (a) above, and to distribute and/or allocate such amount to amounts in the Administratorsame order and priority as is set forth in Sections 2.8(a) through 2.8(d) above. 3. (c) In the event that the Swap Fees for Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any Distribution Date exceed Class of Class A Notes exceeds the amount distributed to the Swap Counterparties such Class A Noteholders pursuant to Section 2.7C.3 Sections 2.8(e), 2.8(f), 2.8(g) or 2.8(h) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (a) and B.2 (b) above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap CounterpartiesClass A Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.8(e) through 2.8(h) above. 4. (d) In the event that the Class B Noteholders' Interest ’ Principal Distribution Amount and on the Certificateholders' Return Distribution Amount for a Distribution Class B Maturity Date exceeds the amount distributed to the Class B Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 2.8(i) on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (a) through B.3 (c) above, and to distribute such amount to the Class B Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. (e) After giving effect to Section 2.8Bclauses (a) through (d) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph C) clause is greater than the Specified Reserve Account Balance for such Distribution Date, the Administration Agreement Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (Af) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees) owing or to pay be distributed hereunder or under the Indenture to Noteholders, the Servicer or the Administrator, as applicable, to the Noteholders out of extent that Available Funds on such excess date are insufficient to make the following payments, amounts remaining in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) shall be used to pay to the Certificateholders out of such excess any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of after such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution payments have been made shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller Excess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event thereafter be required to refund any such amounts properly distributed amounts. C.2pursuant to this clause. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment Anything in this Section 2.9 to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount andcontrary notwithstanding, if necessary, to the reinstatement market value of the balance of securities and cash in the Reserve Account up is on any Distribution Date sufficient to pay the Specified Reserve Account Balance. In remaining principal amount of and interest accrued on the event of a termination of a Swap Agreement that requires Notes, and to pay any unpaid Carryover Servicing Fee, such amount will be so applied on such Distribution Date and the Trust Administrator shall instruct the Eligible Lender Trustee and the Indenture Trustee to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestpayments.

Reserve Account. A. (a) On the Closing Date, the Issuer Depositor shall deposit deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve Account. 1. In the event that (b) If the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B Section 2.7(b) above and 2.7C.1 Section 2.8(a) above on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee Administrator in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.10(g) and 2.8Dbelow, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees Fee to the Servicer. 2. In (c) If the event that Available Funds, plus amounts on deposit in the Administration Fee for Capitalized Interest Account through the December 2009 Distribution Date, are insufficient to make the payments described under Sections 2.8(a) through 2.8(c) above (or, if a Class B Interest Subordination Condition is in effect, only Sections 2.8(a) and 2.8(b)) on any Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution Date, the Administrator shall instruct the Indenture Trustee Administrator in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excessdeficiency, to the extent of funds available therein after giving effect to paragraph B.1 clause (b) above, and to distribute such amount to amounts in the Administratorsame order and priority as is set forth in Section 2.8 above. 3. In (d) If, on the event that the Swap Fees for Note Final Maturity Date with respect to any Distribution Date exceed class of Class A Notes, the amount distributed to the Swap Counterparties such Class A Noteholders pursuant to Section 2.7C.3 2.8(d) through (g) above on such Distribution Datedate is insufficient to reduce the Outstanding Amount of such class of Class A Notes to zero, the Administrator shall instruct the Indenture Trustee Administrator in writing to withdraw from the Reserve Account on each Distribution such Note Final Maturity Date an the amount equal required to reduce the principal balance of any such excessmaturing Class A Notes to zero, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (b) and B.2 above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreementsc) to the Swap Counterparties. 4. In the event that the Noteholders' Interest Distribution Amount and the Certificateholders' Return Distribution Amount for a Distribution Date exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 above, and to distribute such amount to the Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the A Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7Section 2.8(d) through (g) above. 6. In the event that the Certificateholders' Balance Distribution Amount (e) If, on the final Distribution Note Final Maturity Date with respect to the Certificates exceeds Class B Notes, the amount distributed to the Certificateholders Class B Noteholders pursuant to Section 2.7C.8 2.8(i) on such Distribution Datedate is insufficient to reduce the Outstanding Amount of the Class B Notes to zero, the Administrator shall instruct the Indenture Trustee Administrator in writing to withdraw from the Reserve Account on such Distribution the Class B Maturity Date an the amount equal required to such excessreduce the principal balance of the Class B Notes to zero, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (b) through B.5 (d) above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders Class B Noteholders entitled thereto. C.1. (f) After giving effect to Section 2.8Bclauses (b) through (e) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph CSection 2.10(f)) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee Administrator in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (Ag) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees) owing or to pay be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, the Servicer, the Indenture Trustee or the Administrator, as applicable, to the Noteholders out of extent that Available Funds on such excess date are insufficient to make the following payments, amounts remaining in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) shall be used to pay to the Certificateholders out of such excess any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of after such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution payments have been made shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from holder of the Trust Estate and Certificate. The holder of the security interest therein granted to the Indenture Trustee, and the Seller Trust Certificate shall in no event thereafter be required to refund any such amounts properly distributed amounts. C.2pursuant to this Section 2.10(g). In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment Anything in this Section 2.10 to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount andcontrary notwithstanding, if necessary, to the reinstatement market value of the balance of securities and cash in the Reserve Account up and any other Available Funds is on any Distribution Date sufficient to pay the Specified remaining principal amount of and interest accrued on the Notes, and to pay any unpaid Primary Servicing Fees and Administration Fees and all other amounts due by the Trust on such Distribution Date, such amount shall be so applied on such Distribution Date and the Administrator shall instruct the Owner Trustee and the Indenture Administrator to use all amounts in the Reserve Account Balance. In the event of a termination of a Swap Agreement that requires the Trust and all other Available Funds to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of pay such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestamounts due or outstanding.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B and 2.7C.1 on such Monthly Servicing Payment Date or Quarterly Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Quarterly Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(C) and 2.8DSection 2.8.1D, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. In the event that the Administration Fee for any Distribution Date exceeds Available Funds are insufficient to make the amount distributed to the Administrator pursuant payments described under Sections 2.7C.2 through 2.7C.5 (after giving effect to Section 2.7C.2 on such Distribution Date2.7F), the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Quarterly Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 above, and to distribute such amount to the Administrator. 3. In the event that the Swap Fees for any Distribution Date exceed the amount distributed to the Swap Counterparties pursuant to Section 2.7C.3 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap Counterparties. 4. In the event that the Noteholders' Interest Distribution Amount and the Certificateholders' Return Distribution Amount for a Distribution Date exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 above, and to distribute such amount to the Noteholders and to the Certificateholders entitled thereto, amounts in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 2.7C.2 through B.4 above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.72.7C.5. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. After giving effect to Section 2.8B, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph C) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing (A) to pay to the Noteholders out of such excess in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) to pay to the Certificateholders out of such excess in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller shall in no event thereafter be required to refund any such distributed amounts. C.2. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount and, if necessary, to the reinstatement of the balance of the Reserve Account up to the Specified Reserve Account Balance. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably request.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. (a) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B Section 2.7(b) above and 2.7C.1 Section 2.8(a) above on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.9(f) and 2.8Dbelow, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. (b) In the event that the Administration Fee for Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Distribution Date exceeds (after giving effect to required distributions and/or allocations from the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution DateCapitalized Interest Account), the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excessdeficiency, to the extent of funds available therein after giving effect to paragraph B.1 clause (a) above, and to distribute and/or allocate such amount to amounts in the Administrator.same order and priority as is set forth in Sections 2.8(a) through 2.8(d) above. Administration Agreement 3. (c) In the event that the Swap Fees for Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any Distribution Date exceed Class of Class A Notes exceeds the amount distributed to the Swap Counterparties such Class A Noteholders pursuant to Section 2.7C.3 Sections 2.8(e), 2.8(f), 2.8(g), 2.8(h) or 2.8(i) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (a) and B.2 (b) above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap CounterpartiesClass A Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.8(e) through 2.8(i) above. 4. (d) In the event that the Class B Noteholders' Interest ’ Principal Distribution Amount and on the Certificateholders' Return Distribution Amount for a Distribution Class B Maturity Date exceeds the amount distributed to the Class B Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 2.8(j) on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (a) through B.3 (c) above, and to distribute such amount to the Class B Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. (e) After giving effect to Section 2.8Bclauses (a) through (d) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph C) clause is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (Af) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees) owing or to pay be distributed hereunder or under the Indenture to Noteholders, the Servicer or the Administrator, as applicable, to the Noteholders out of extent that Available Funds on such excess date are insufficient to make the following payments, amounts remaining in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) shall be used to pay to the Certificateholders out of such excess any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of after such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution payments have been made shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller Excess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event thereafter be required to refund any such amounts properly distributed amounts. C.2pursuant to this clause. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment Anything in this Section 2.9 to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount andcontrary notwithstanding, if necessary, to the reinstatement market value of the balance of securities and cash in the Reserve Account up is on any Distribution Date sufficient to pay the Specified Reserve Account Balance. In remaining principal amount of and interest accrued on the event of a termination of a Swap Agreement that requires Notes, and to pay any unpaid Carryover Servicing Fee, such amount will be so applied on such Distribution Date and the Trust Administrator shall instruct the Eligible Lender Trustee and the Indenture Trustee to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestpayments.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. (a) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B Section 2.7(b) above and 2.7C.1 Section 2.8(a) above on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee Administrator in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.9(f) and 2.8Dbelow, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. (b) In the event that the Administration Fee for Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution Date, the Administrator shall instruct the Indenture Trustee Administrator in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to clause (a) above, and to distribute such amounts in the same order and priority as is set forth in Sections 2.8(a) through 2.8(d) above. (c) In the event that the Class A Noteholders' Principal Distribution Amount on the Note Final Maturity Date with respect to any class of Class A Notes exceeds the amount distributed to such Class A Noteholders pursuant to Section 2.8(e) above on such date, the Administrator shall instruct the Indenture Administrator in writing to withdraw from the Reserve Account on such Note Final Maturity Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to clauses (a) and (b) above, and to distribute such amount to the Class A Noteholders entitled thereto, in the same order and priority as is set forth in Section 2.8(e) above. (d) In the event that the Class B Noteholders' Principal Distribution Amount on the Class B Maturity Date exceeds the amount distributed to the Class B Noteholders pursuant to Section 2.8(i) on such date, the Administrator shall instruct the Indenture Administrator in writing to withdraw from the Reserve Account on the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 clauses (a) through (c) above, and to distribute such amount to the Administrator. 3. In the event that the Swap Fees for any Distribution Date exceed the amount distributed to the Swap Counterparties pursuant to Section 2.7C.3 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap Counterparties. 4. In the event that the Noteholders' Interest Distribution Amount and the Certificateholders' Return Distribution Amount for a Distribution Date exceeds the amount distributed to the Class B Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 above, and to distribute such amount to the Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. (e) After giving effect to Section 2.8Bclauses (a) through (d) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph CSection 2.9(e) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee Administrator in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (Af) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees) owing or to pay be distributed hereunder or under the Indenture to Noteholders, the Servicer, the Administrator or the Interest Rate Cap Counterparty, as applicable, to the Noteholders out of extent that Available Funds on such excess date are insufficient to make the following payments, amounts remaining in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) shall be used to pay to the Certificateholders out of such excess any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of after such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution payments have been made shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from holder of the Trust Estate and Certificate. The holder of the security interest therein granted to the Indenture Trustee, and the Seller Trust Certificate shall in no event thereafter be required to refund any such amounts properly distributed amounts. C.2pursuant to this Section 2.9(f). In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment Anything in this Section 2.9 to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount andcontrary notwithstanding, if necessary, to the reinstatement market value of the balance of securities and cash in the Reserve Account up is on any Distribution Date sufficient to pay the Specified Reserve Account Balance. In remaining principal amount of and interest accrued on the event of a termination of a Swap Agreement that requires Notes, and to pay any unpaid Carryover Servicing Fee, such amount will be so applied on such Distribution Date and the Trust Administrator shall instruct the Owner Trustee and the Indenture Administrator to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestpayments.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. (a) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B Section 2.7(b) above and 2.7C.1 Section 2.8(a) above on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.9(f) and 2.8Dbelow, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. (b) In the event that the Administration Fee for Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Distribution Date exceeds (after giving effect to required distributions and/or allocations from the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution DateCapitalized Interest Account), the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excessdeficiency, to the extent of funds available therein after giving effect to paragraph B.1 clause (a) above, and to distribute and/or allocate such amount to amounts in the Administrator.same order and priority as is set forth in Sections 2.8(a) through 2.8(d) above. Administration Agreement 3. (c) In the event that the Swap Fees for Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any Distribution Date exceed Class of Class A Notes exceeds the amount distributed to the Swap Counterparties such Class A Noteholders pursuant to Section 2.7C.3 Sections 2.8(e), 2.8(f), 2.8(g) or 2.8(h) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (a) and B.2 (b) above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap CounterpartiesClass A Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.8(e) through 2.8(h) above. 4. (d) In the event that the Class B Noteholders' Interest ’ Principal Distribution Amount and on the Certificateholders' Return Distribution Amount for a Distribution Class B Maturity Date exceeds the amount distributed to the Class B Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 2.8(i) on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (a) through B.3 (c) above, and to distribute such amount to the Class B Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. (e) After giving effect to Section 2.8Bclauses (a) through (d) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph C) clause is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (Af) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees) owing or to pay be distributed hereunder or under the Indenture to Noteholders, the Servicer or the Administrator, as applicable, to the Noteholders out of extent that Available Funds on such excess date are insufficient to make the following payments, amounts remaining in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) shall be used to pay to the Certificateholders out of such excess any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of after such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution payments have been made shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller Excess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event thereafter be required to refund any such amounts properly distributed amounts. C.2pursuant to this clause. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment Anything in this Section 2.9 to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount andcontrary notwithstanding, if necessary, to the reinstatement market value of the balance of securities and cash in the Reserve Account up is on any Distribution Date sufficient to pay the Specified Reserve Account Balance. In remaining principal amount of and interest accrued on the event of a termination of a Swap Agreement that requires Notes, and to pay any unpaid Carryover Servicing Fee, such amount will be so applied on such Distribution Date and the Trust Administrator shall instruct the Eligible Lender Trustee and the Indenture Trustee to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestpayments.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B and 2.7C.1 on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, -------- ------- that, except as provided in Sections 2.8C(C2.8.1C.1(D) and 2.8D2.8.1D, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. In the event that the Administration Fee for any Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 above, and to distribute such amount to the Administrator. 3. In the event that the Swap Fees for any Distribution Date exceed the amount distributed to the Swap Counterparties pursuant to Section 2.7C.3 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap Counterparties.[RESERVED] 4. In the event that the Class A Noteholders' Interest Distribution Amount and the CertificateholdersClass B Noteholders' Return Interest Distribution Amount for a Distribution Date exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 Sections 2.7C.4, 2.7C.5 and C.5 2.8.2B.1 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 above, and to distribute such amount to the Class A Noteholders and to the Certificateholders Class B Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Class A Noteholders' Principal Distribution Amount on the Note Final Distribution Maturity Date with respect to each any Class of Class A Notes exceeds the amount distributed to such Class A Noteholders pursuant to Section 2.7C.6 and or 2.7C.7 on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Class A Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the CertificateholdersClass B Noteholders' Balance Principal Distribution Amount on the final Distribution Class B Maturity Date with respect to the Certificates exceeds the amount distributed to the Certificateholders Class B Noteholders pursuant to Section 2.7C.8 on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders Class B Noteholders entitled thereto. C.1. After giving effect to Section 2.8B2.8.1B, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph CC.1) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing (A) to pay to the Class A Noteholders out of such excess in the Reserve Account an amount equal to the Class A Note Principal Shortfall, if any; (B) to pay to the Certificateholders Class B Noteholders out of such excess in the Reserve Account an amount equal to the Certificate Balance Class B Note Principal Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date)[RESERVED]; (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may beNotes, first to the Class A Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Class A Notes is paid in full and then to the Certificateholders Class B Noteholders until the Certificate Balance principal balance of the Class B Notes is reduced to zero, provided that the amount of -------- such distribution shall not exceed the outstanding principal balance of the Class A Notes or the Certificate BalanceClass B Notes, as applicable, after giving effect to all other payments in respect of principal of Class A Notes and Certificate Balance Class B Notes to be made on such date; and (F) to distribute the remaining amount of such excess (i) to the Seller, to the extent of any portion thereof that is attributable to the reduction from time to time of the Specified Reserve Account Balance, and (ii) to the Seller or its assignee, as holder of the Excess Distribution Certificate, any remaining portion thereof. Amounts properly distributed to the Seller or such holder pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller or such holder shall in no event thereafter be required to refund any such distributed amounts. C.2. In the event of a termination of a the Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty, such termination payment shall be paid after any payment made through Section 2.7C.9 and prior to any payment made in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount and, if necessary, to the reinstatement of the balance of the Reserve Account up to the Specified Reserve Account Balance. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestSection 2.7C.11.

Reserve Account. A. (a) On the Closing Date, the Issuer Depositor shall deposit deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve Account. 1. In the event that (b) If the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B Section 2.7(b) above and 2.7C.1 Section 2.8(a) above on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee Administrator in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.10(f) and 2.8Dbelow, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees Fee to the Servicer. 2. In (c) If the event that Available Funds, plus amounts transferred from the Administration Fee for any Capitalized Interest Account through the December 2014 Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 2.7C.2 2.9 above, are insufficient to make the payments described under Sections 2.8(a) and 2.8(b) above on such any Distribution Date, the Administrator shall instruct the Indenture Trustee Administrator in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excessdeficiency, to the extent of funds available therein after giving effect to paragraph B.1 clause (b) above, and to distribute such amount to amounts in the Administratorsame order and priority as is set forth in Section 2.8 above. 3. In (d) If, on the event that the Swap Fees for any Distribution Date exceed Note Final Maturity Date, the amount distributed to the Swap Counterparties such Noteholders pursuant to Section 2.7C.3 2.8(c) above on such Distribution Datedate is insufficient to reduce the Outstanding Amount of the Notes to zero, the Administrator shall instruct the Indenture Trustee Administrator in writing to withdraw from the Reserve Account on each Distribution such Note Final Maturity Date an the amount equal required to reduce the principal balance of any such excessmaturing Notes to zero, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (b) and B.2 above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreementsc) to the Swap Counterparties. 4. In the event that the Noteholders' Interest Distribution Amount and the Certificateholders' Return Distribution Amount for a Distribution Date exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 above, and to distribute such amount to the Noteholders and to the Certificateholders entitled theretoNoteholders, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 2.8(c) above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. (e) After giving effect to Section 2.8Bclauses (b) through (d) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph CSection 2.10(e)) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee Administrator in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (Af) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees) owing or to pay be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, the Servicer, the Indenture Trustee or the Administrator, as applicable, to the Noteholders out of extent that Available Funds on such excess date are insufficient to make the following payments, amounts remaining in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) shall be used to pay to the Certificateholders out of such excess any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of after such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution payments have been made shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from holder of the Trust Estate and Certificate. The holder of the security interest therein granted to the Indenture Trustee, and the Seller Trust Certificate shall in no event thereafter be required to refund any such amounts properly distributed amounts. C.2pursuant to this Section 2.10(f). In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment Anything in this Section 2.10 to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount andcontrary notwithstanding, if necessary, to the reinstatement market value of the balance of securities and cash in the Reserve Account up and any other Available Funds is on any Distribution Date sufficient to pay the Specified remaining principal amount of and interest accrued on the Notes, and to pay any unpaid Primary Servicing Fees and Administration Fees and all other amounts due by the Trust on such Distribution Date, such amount shall be so applied on such Distribution Date and the Administrator shall instruct the Owner Trustee and the Indenture Administrator to use all amounts in the Reserve Account Balance. In the event of a termination of a Swap Agreement that requires the Trust and all other Available Funds to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of pay such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestamounts due or outstanding.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. (a) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B Section 2.7(b) above and 2.7C.1 Section 2.8(a) above on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.9(f) and 2.8Dbelow, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. (b) In the event that the Administration Fee for Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excessdeficiency, to the extent of funds available therein after giving effect to paragraph B.1 clause (a) above, and to distribute such amount to amounts in the Administratorsame order and priority as is set forth in Sections 2.8(a) through 2.8(d) above. 3. (c) In the event that the Swap Fees for Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any Distribution Date exceed class of Class A Notes exceeds the amount distributed to the Swap Counterparties such Class A Noteholders pursuant to Section 2.7C.3 Sections 2.8(e), 2.8(f), 2.8(g), 2.8(h) or 2.8(i) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each such Note Final Maturity Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to clauses (a) and (b) above, and to distribute such amount to the Class A Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.8(e) through 2.8(i) above. (d) In the event that the Class B Noteholders’ Principal Distribution Amount on the Class B Maturity Date exceeds the amount distributed to the Class B Noteholders pursuant to Section 2.8(j) on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 above, and to distribute such amount pro rata clauses (in proportion to their respective entitlements under the Swap Agreementsa) to the Swap Counterparties. 4. In the event that the Noteholders' Interest Distribution Amount and the Certificateholders' Return Distribution Amount for a Distribution Date exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 (c) above, and to distribute such amount to the Class B Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. (e) After giving effect to Section 2.8Bclauses (a) through (d) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph CSection 2.9(e) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (Af) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees) owing or to pay be distributed hereunder or under the Indenture to Noteholders, the Servicer, the Administrator or the Interest Rate Cap Counterparty, as applicable, to the Noteholders out of extent that Available Funds on such excess date are insufficient to make the following payments, amounts remaining in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) shall be used to pay to the Certificateholders out of such excess any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of after such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution payments have been made shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller Excess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event thereafter be required to refund any such amounts properly distributed amounts. C.2pursuant to this Section 2.9(f). In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment Anything in this Section 2.9 to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount andcontrary notwithstanding, if necessary, to the reinstatement market value of the balance of securities and cash in the Reserve Account up is on any Distribution Date sufficient to pay the Specified Reserve Account Balance. In remaining principal amount of and interest accrued on the event of a termination of a Swap Agreement that requires Notes, and to pay any unpaid Carryover Servicing Fee, such amount will be so applied on such Distribution Date and the Trust Administrator shall instruct the Eligible Lender Trustee and the Indenture Trustee to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestpayments.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account.. Administration Agreement 1. (a) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Allocation Date or Quarterly Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B and 2.7C.1 Section 2.8(a) on such Monthly Servicing Payment Date or Quarterly Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Quarterly Distribution Date an amount equal to such excessdeficiency, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.9(h) and 2.8Dbelow, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. (b) In the event that the Administration Fee for Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Quarterly Distribution Date exceeds (after giving effect to required distributions from the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution DateCapitalized Interest Account), the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Quarterly Distribution Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to clause (a) above, and to distribute such amounts in the same order and priority as is set forth in Sections 2.8(a) through 2.8(d) above. (c) In the event that the Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any class of Class A Notes exceeds the amount distributed to such Class A Noteholders pursuant to Sections 2.8(e) above on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 clauses (a) and (b) above, and to distribute such amount to the AdministratorClass A Noteholders entitled thereto, in the same order and priority as is set forth in Section 2.8(e) above. 3. (d) In the event that the Swap Fees for Class B Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any Distribution Date exceed class of Class B Notes exceeds the amount distributed to the Swap Counterparties such Class B Noteholders pursuant to Section 2.7C.3 Sections 2.8(f) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 above, and to distribute such amount pro rata clauses (in proportion to their respective entitlements under the Swap Agreementsa) to the Swap Counterparties. 4. In the event that the Noteholders' Interest Distribution Amount and the Certificateholders' Return Distribution Amount for a Distribution Date exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 (c) above, and to distribute such amount to the Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the B Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7Section 2.8(f) above. 6. In (e) After giving effect to clauses (a) through (d) above, if the event that amount on deposit in the Certificateholders' Balance Distribution Amount Reserve Account on the final any Quarterly Distribution Date with respect (after giving effect to the Certificates exceeds the amount distributed to the Certificateholders all deposits or withdrawals therefrom on such Quarterly Distribution Date other than pursuant to Section 2.7C.8 on this clause) is greater than the Specified Reserve Account Balance for such Quarterly Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the amount on deposit in excess of the Specified Reserve Account on Balance and deposit such amount into the Collection Account. (f) On the final Quarterly Distribution Date an amount equal upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees, if applicable) owing or to such excessbe distributed hereunder or under the Indenture to Noteholders, the Servicer or the Administrator, as applicable, to the extent of funds available therein after giving effect Administration Agreement that Available Funds on such date are insufficient to paragraphs B.1 through B.5 abovemake the following payments, and amounts remaining in the Reserve Account shall be used to distribute such pay any Carryover Servicing Fees. Any amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. After giving effect to Section 2.8B, if the amount remaining on deposit in the Reserve Account on after such payments have been made shall be distributed to the Excess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event be required to refund any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than amounts properly distributed pursuant to this paragraph CSection 2.9(f). (g) is greater than [Reserved]. (h) Anything in this Section 2.9 to the Specified contrary notwithstanding, if the market value of securities and cash in the Reserve Account Balance for is on any Quarterly Distribution Date sufficient to pay the remaining principal amount of and interest accrued on the Notes, and to pay any unpaid Carryover Servicing Fee and Carryover Amounts, such amount will be so applied on such Quarterly Distribution Date, Date and the Administrator shall instruct the Indenture Trustee in writing (A) to pay to the Noteholders out of such excess in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) to pay to the Certificateholders out of such excess in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller shall in no event thereafter be required to refund any such distributed amounts. C.2. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount and, if necessary, to the reinstatement of the balance of the Reserve Account up to the Specified Reserve Account Balance. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestpayments.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. (a) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B Section 2.7(b) above and 2.7C.1 Section 2.8(a) above on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.9(f) and 2.8Dbelow, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. (b) In the event that the Administration Fee for Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Distribution Date exceeds (after giving effect to required distributions from the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution DateCapitalized Interest Account), the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excessdeficiency, to the extent of funds available therein after giving effect to paragraph B.1 clause (a) above, and to distribute such amount to amounts in the Administratorsame order and priority as is set forth in Sections 2.8(a) through 2.8(d) above. 3. (c) In the event that the Swap Fees for Class A Noteholders' Principal Distribution Amount on the Note Final Maturity Date with respect to any Distribution Date exceed class of Class A Notes exceeds the amount distributed to the Swap Counterparties such Class A Noteholders pursuant to Section 2.7C.3 Sections 2.8(e), 2.8(f), 2.8(g), 2.8(h) or 2.8(i) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each such Note Final Maturity Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to clauses (a) and (b) above, and to distribute such amount to the Class A Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.8(e) through 2.8(i) above. (d) In the event that the Class B Noteholders' Principal Distribution Amount on the Class B Maturity Date exceeds the amount distributed to the Class B Noteholders pursuant to Section 2.8(j) on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 above, and to distribute such amount pro rata clauses (in proportion to their respective entitlements under the Swap Agreementsa) to the Swap Counterparties. 4. In the event that the Noteholders' Interest Distribution Amount and the Certificateholders' Return Distribution Amount for a Distribution Date exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 (c) above, and to distribute such amount to the Class B Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. (e) After giving effect to Section 2.8Bclauses (a) through (d) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph CSection 2.9(e) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (Af) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees) owing or to pay be distributed hereunder or under the Indenture to Noteholders, the Servicer, the Administrator or the Interest Rate Cap Counterparty, as applicable, to the Noteholders out of extent that Available Funds on such excess date are insufficient to make the following payments, amounts remaining in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) shall be used to pay to the Certificateholders out of such excess any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of after such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution payments have been made shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller Excess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event thereafter be required to refund any such amounts properly distributed amounts. C.2pursuant to this Section 2.9(f). In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment Anything in this Section 2.9 to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount andcontrary notwithstanding, if necessary, to the reinstatement market value of the balance of securities and cash in the Reserve Account up is on any Distribution Date sufficient to pay the Specified Reserve Account Balance. In remaining principal amount of and interest accrued on the event of a termination of a Swap Agreement that requires Notes, and to pay any unpaid Carryover Servicing Fee, such amount will be so applied on such Distribution Date and the Trust Administrator shall instruct the Eligible Lender Trustee and the Indenture Trustee to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestpayments.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B and 2.7C.1 on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; providedPROVIDED, howeverHOWEVER, that, except as provided in Sections 2.8C(C) and 2.8D, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. In the event that the Administration Fee for any Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 above, and to distribute such amount to the Administrator. 3. In the event that the Swap Fees Fee for any Distribution Date exceed exceeds the amount distributed to the Rate Cap Swap Counterparties Counterparty pursuant to Section 2.7C.3 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Rate Cap Swap CounterpartiesCounterparty. 4. In the event that the Noteholders' Interest Distribution Amount and the Certificateholders' Return Distribution Amount for a Distribution Date exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 above, and to distribute such amount to the Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. After giving effect to Section 2.8B, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph C) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing (A) to pay to the Noteholders out of such excess in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) to pay to the Certificateholders out of such excess in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Reimbursement Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), Counterparty out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Reimbursement Swap Counterparties Counterparty on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided PROVIDED that the amount of such distribution shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller shall in no event thereafter be required to refund any such distributed amounts. C.2. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty Counterpaty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Certificate Distribution Amount and, if necessary, to the reinstatement of the balance of the Reserve Account up to the Specified Reserve Account Balance. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably request.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. (a) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B Section 2.7(b) above and 2.7C.1 Section 2.8(a) above on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.9(f) and 2.8Dbelow, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. (b) In the event that the Administration Fee for Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excessdeficiency, to the extent of funds available therein after giving effect to paragraph B.1 clause (a) above, and to distribute such amount to amounts in the Administratorsame order and priority as is set forth in Sections 2.8(a) through 2.8(d) above. 3. (c) In the event that the Swap Fees for Class A Noteholders' Principal Distribution Amount on the Note Final Maturity Date with respect to any Distribution Date exceed class of Class A Notes exceeds the amount distributed to the Swap Counterparties such Class A Noteholders pursuant to Section 2.7C.3 Sections 2.8(e), 2.8(f), 2.8(g), 2.8(h) or 2.8(i) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (a) and B.2 (b) above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap CounterpartiesClass A Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.8(e) through 2.8(i) above. 4. (d) In the event that the Class B Noteholders' Interest Principal Distribution Amount and on the Certificateholders' Return Distribution Amount for a Distribution Class B Maturity Date exceeds the amount distributed to the Class B Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 2.8(j) on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (a) through B.3 (c) above, and to distribute such amount to the Class B Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. (e) After giving effect to Section 2.8Bclauses (a) through (d) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph CSection 2.9(e) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (Af) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees) owing or to pay be distributed hereunder or under the Indenture to Noteholders, the Servicer or the Administrator, as applicable, to the Noteholders out of extent that Available Funds on such excess date are insufficient to make the following payments, amounts remaining in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) shall be used to pay to the Certificateholders out of such excess any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of after such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution payments have been made shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller Excess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event thereafter be required to refund any such amounts properly distributed amounts. C.2pursuant to this Section 2.9(f). In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment Anything in this Section 2.9 to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount andcontrary notwithstanding, if necessary, to the reinstatement market value of the balance of securities and cash in the Reserve Account up is on any Distribution Date sufficient to pay the Specified Reserve Account Balance. In remaining principal amount of and interest accrued on the event of a termination of a Swap Agreement that requires Notes, and to pay any unpaid Carryover Servicing Fee, such amount will be so applied on such Distribution Date and the Trust Administrator shall instruct the Eligible Lender Trustee and the Indenture Trustee to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestpayments.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. (a) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B Section 2.7(b) above and 2.7C.1 Section 2.8(a) above on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.9(f) and 2.8Dbelow, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. (b) In the event that the Administration Fee for Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Distribution Date exceeds (after giving effect to required distributions and/or allocations from the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution DateCapitalized Interest Account), the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excessdeficiency, to the extent of funds available therein after giving effect to paragraph B.1 clause (a) above, and to distribute and/or allocate such amount to amounts in the Administratorsame order and priority as is set forth in Sections 2.8(a) through 2.8(d) above. 3. (c) In the event that the Swap Fees for Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any Distribution Date exceed Class of Class A Notes exceeds the amount distributed to the Swap Counterparties such Class A Noteholders pursuant to Section 2.7C.3 Sections 2.8(e), 2.8(f), 2.8(g) or 2.8(h) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (a) and B.2 (b) above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap CounterpartiesClass A Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.8(e) through 2.8(h) above. 4. (d) In the event that the Class B Noteholders' Interest ’ Principal Distribution Amount and on the Certificateholders' Return Distribution Amount for a Distribution Class B Maturity Date exceeds the amount distributed to the Class B Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 2.8(i) on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (a) through B.3 (c) above, and to distribute such amount to the Class B Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. (e) After giving effect to Section 2.8Bclauses (a) through (d) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph C) clause is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (Af) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees) owing or to pay be distributed hereunder or under the Indenture to Noteholders, the Servicer or the Administrator, as applicable, to the Noteholders out of extent that Available Funds on such excess date are insufficient to make the following payments, amounts remaining in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) shall be used to pay to the Certificateholders out of such excess any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of after such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution payments have been made shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller Excess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event thereafter be required to refund any such amounts properly distributed amounts. C.2pursuant to this clause. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment Anything in this Section 2.9 to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount andcontrary notwithstanding, if necessary, to the reinstatement market value of the balance of securities and cash in the Reserve Account up is on any Distribution Date sufficient to pay the Specified Reserve Account Balance. In remaining principal amount of and interest accrued on the event of a termination of a Swap Agreement that requires Notes, and to pay any unpaid Carryover Servicing Fee, such amount will be so applied on such Distribution Date and the Trust Administrator shall instruct the Eligible Lender Trustee and the Indenture Trustee to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestpayments.

Reserve Account. A. (a) On the Closing Date, the Issuer Depositor shall deposit deposit, or cause to be deposited, the Reserve Account Initial Deposit into the Reserve Account. 1. In the event that (b) If the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B Section 2.7(b) above and 2.7C.1 Section 2.8(a) above on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee Administrator in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.10(f) and 2.8Dbelow, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees Fee to the Servicer. 2. In (c) If the event that Available Funds, plus amounts transferred from the Administration Fee for any Capitalized Interest Account through the February 15, 2014 Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 2.7C.2 2.9 above, are insufficient to make the payments described under Sections 2.8(a) and 2.8(b) above on such any Distribution Date, the Administrator shall instruct the Indenture Trustee Administrator in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excessdeficiency, to the extent of funds available therein after giving effect to paragraph B.1 clause (b) above, and to distribute such amount to amounts in the Administratorsame order and priority as is set forth in Section 2.8 above. 3. In (d) If, on the event that the Swap Fees for any Distribution Date exceed Note Final Maturity Date, the amount distributed to the Swap Counterparties such Noteholders pursuant to Section 2.7C.3 2.8(c) above on such Distribution Datedate is insufficient to reduce the Outstanding Amount of the Notes to zero, the Administrator shall instruct the Indenture Trustee Administrator in writing to withdraw from the Reserve Account on each Distribution such Note Final Maturity Date an the amount equal required to reduce the principal balance of any such excessmaturing Notes to zero, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (b) and B.2 above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreementsc) to the Swap Counterparties. 4. In the event that the Noteholders' Interest Distribution Amount and the Certificateholders' Return Distribution Amount for a Distribution Date exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 above, and to distribute such amount to the Noteholders and to the Certificateholders entitled theretoNoteholders, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 2.8(c) above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. (e) After giving effect to Section 2.8Bclauses (b) through (d) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph CSection 2.10(e)) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee Administrator in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (Af) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees) owing or to pay be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders, the Servicer, the Indenture Trustee or the Administrator, as applicable, to the Noteholders out of extent that Available Funds on such excess date are insufficient to make the following payments, amounts remaining in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) shall be used to pay to the Certificateholders out of such excess any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of after such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution payments have been made shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from holder of the Trust Estate and Certificate. The holder of the security interest therein granted to the Indenture Trustee, and the Seller Trust Certificate shall in no event thereafter be required to refund any such amounts properly distributed amounts. C.2pursuant to this Section 2.10(f). In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment Anything in this Section 2.10 to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount andcontrary notwithstanding, if necessary, to the reinstatement market value of the balance of securities and cash in the Reserve Account up and any other Available Funds is on any Distribution Date sufficient to pay the Specified remaining principal amount of and interest accrued on the Notes, and to pay any unpaid Primary Servicing Fees and Administration Fees and all other amounts due by the Trust on such Distribution Date, such amount shall be so applied on such Distribution Date and the Administrator shall instruct the Owner Trustee and the Indenture Administrator to use all amounts in the Reserve Account Balance. In the event of a termination of a Swap Agreement that requires the Trust and all other Available Funds to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of pay such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestamounts due or outstanding.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. (a) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Allocation Date or Quarterly Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B Section 2.7(b), Section 2.8(a) and 2.7C.1 Section 2.8A above (after giving effect to the required distributions from the Future Distribution Account) on such Monthly Servicing Payment Allocation Date or Quarterly Distribution Date, as applicable, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Allocation Date or Quarterly Distribution Date Date, as the case may be, an amount equal to such excessdeficiency, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.9(h) and 2.8Dbelow, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. (b) In the event that the Administration Fee for Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(e) above on any Quarterly Distribution Date exceeds (after giving effect to required distributions and/or allocations from the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution DateCapitalized Interest Account), the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Quarterly Distribution Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to clause (a) above, and to distribute and/or allocate such amounts in the same order and priority as is set forth in Sections 2.8(a) through 2.8(e) above. (c) In the event that the Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any class of Class A Notes exceeds the amount distributed to such Class A Noteholders pursuant to Sections 2.8(f) above on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect Administration Agreement to clauses (a) and (b) above, and to distribute such amount to the Class A Noteholders entitled thereto, in the same order and priority as is set forth in Section 2.8(f) above. (d) In the event that the Class B Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any class of Class B Notes exceeds the amount distributed to such Class B Noteholders pursuant to Sections 2.8(g) or (h) above on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 clauses (a) through (c) above, and to distribute such amount to the Administrator. 3. In the event that the Swap Fees for any Distribution Date exceed the amount distributed to the Swap Counterparties pursuant to Section 2.7C.3 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap Counterparties. 4. In the event that the Noteholders' Interest Distribution Amount and the Certificateholders' Return Distribution Amount for a Distribution Date exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 above, and to distribute such amount to the Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the B Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7Section 2.8(g) or (h) above. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. (e) After giving effect to Section 2.8Bclauses (a) through (d) above, if the amount on deposit in the Reserve Account on any Quarterly Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph Cclause) is greater than the Specified Reserve Account Balance for such Quarterly Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (Af) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees, if applicable) owing or to pay be distributed hereunder or under the Indenture to Noteholders, the Servicer, the Auction Agent, the Broker-Dealers or the Administrator, as applicable, to the Noteholders out of extent that Available Funds on such excess date are insufficient to make the following payments, amounts remaining in the Reserve Account an amount equal shall be used first to pay any Carryover Servicing Fees and second to pay any Carryover Amounts not previously paid to the Note Principal Shortfall, if any; (B) to pay to the Certificateholders out of such excess Auction Rate Noteholders. Any amount remaining on deposit in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of after such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution payments have been made shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller Excess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event thereafter be required to refund any such amounts properly distributed amountspursuant to this Section 2.9(f). C.2. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty, such termination payment shall be paid (g) Amounts on deposit in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount and, if necessary, to the reinstatement of the balance of the Reserve Account up may also be withdrawn on any Monthly Allocation Date to the Specified extent there are insufficient funds on deposit in the Future Distribution Account, the Collection Account and the Capitalized Interest Account to make the required allocations set forth in Section 2.8A above on that Monthly Allocation Date. (h) Anything in this Section 2.9 to the contrary notwithstanding, if the market value of securities and cash in the Reserve Account Balance. In is on any Quarterly Distribution Date sufficient to pay the event remaining principal amount of a termination of a Swap Agreement that requires and interest accrued on the Trust Notes, and to pay any unpaid Carryover Servicing Fee and Carryover Amounts, such amount will be so applied on such Quarterly Distribution Date and the Administrator shall instruct the Indenture Trustee to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestpayments.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. (a) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B and 2.7C.1 on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.8(a) and 2.8D, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. In the event that the Administration Fee for any Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 above, and to distribute such amount to the Administrator. 3. In the event that the Swap Fees for any Distribution Date exceed the amount distributed to the Swap Counterparties pursuant to Section 2.7C.3 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap Counterparties. 4. In the event that the Noteholders' Interest Distribution Amount and the Certificateholders' Return Distribution Amount for a Distribution Date exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excessdeficiency, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Section 2.9(h) below, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. (b) In the event that Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Distribution Date (after giving effect to required distributions from the Capitalized Interest Account), the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 clause 2.9(a) above, and to distribute such amount to the Noteholders and to the Certificateholders entitled thereto, amounts in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C.2.8(a) through 2.8(d) above. 5. (c) In the event that the Class A Noteholders' ’ Principal Distribution Amount on the related Note Final Distribution Maturity Date with respect to each Class of Notes exceeds the amount distributed to such the Class A Noteholders pursuant to Section 2.7C.6 and 2.7C.7 Sections 2.8(e) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 clauses 2.9(a) and 2.9(b) above, and to distribute such amount to the Class A Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7Section 2.8(e) above. 6. (d) In the event that the Certificateholders' Balance Class B Noteholders’ Principal Distribution Amount on the final Distribution related Note Final Maturity Date with respect to the Certificates exceeds the amount distributed to the Certificateholders Class B Noteholders pursuant to Section 2.7C.8 Sections 2.8(f) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 clauses 2.9(a) through B.5 2.9(c) above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled theretoClass B Noteholders as set forth in Section 2.8(f) above. C.1. (e) After giving effect to Section 2.8Bclauses 2.9(a) through 2.9(d) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph Cclause) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (Af) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees, if applicable) owing or to pay be distributed hereunder or under the Indenture to Noteholders, the Servicer or the Administrator, as applicable, to the Noteholders out of extent that Available Funds on such excess date are insufficient to make the following payments, amounts remaining in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) shall be used to pay to the Certificateholders out of such excess any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of after such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution payments have been made shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller Excess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event thereafter be required to refund any such amounts properly distributed amountspursuant to this Section 2.9(f). C.2. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment (g) [Reserved]. (h) Anything in this Section 2.9 to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount andcontrary notwithstanding, if necessary, to the reinstatement market value of the balance of securities and cash in the Reserve Account up is on any Distribution Date sufficient to pay the Specified Reserve Account Balance. In remaining principal amount of and interest accrued on the event of a termination of a Swap Agreement that requires Notes, and to pay any unpaid Carryover Servicing Fee and Carryover Amounts, such amount will be so applied on such Distribution Date and the Trust Administrator shall instruct the Indenture Trustee to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestpayments.

Reserve Account. A. (a) On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. (b) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B Section 2.7(b) above and 2.7C.1 Section 2.8(a) above on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee Administrator in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.10(g) and 2.8Dbelow, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. (c) In the event that the Administration Fee for Available Funds, plus amounts on deposit in the Capitalized Interest Account through the March 15, 2007 Distribution Date, are insufficient to make the payments described under Sections 2.8(a) through 2.8(c) above (or, if a Class B Interest Subordination Condition is in effect, Section 2.8(a) and (b) from the Capitalized Interest Account and Section 2.8(a), (b) and (e) from Available Funds) on any Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution Date, the Administrator shall instruct the Indenture Trustee Administrator in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to clause (b) above, and to distribute such amounts in the same order and priority as is set forth in Sections 2.8(a) through 2.8(c) above (or Section 2.8(a), (b) and (e) if a Class B Interest Subordination Condition is in effect). (d) In the event that the Class A Noteholders' Principal Distribution Amount on the Note Final Maturity Date with respect to any class of Class A Notes exceeds the amount distributed to such Class A Noteholders pursuant to Section 2.8(d) above on such date, the Administrator shall instruct the Indenture Administrator in writing to withdraw from the Reserve Account on such Note Final Maturity Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to clauses (b) and (c) above, and to distribute such amount to the Class A Noteholders entitled thereto, in the same order and priority as is set forth in Section 2.8(d) above. (e) In the event that the Class B Noteholders' Principal Distribution Amount on the Class B Maturity Date exceeds the amount distributed to the Class B Noteholders pursuant to Section 2.8(f) on such date, the Administrator shall instruct the Indenture Administrator in writing to withdraw from the Reserve Account on the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 clauses (b) through (d) above, and to distribute such amount to the Administrator. 3. In the event that the Swap Fees for any Distribution Date exceed the amount distributed to the Swap Counterparties pursuant to Section 2.7C.3 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap Counterparties. 4. In the event that the Noteholders' Interest Distribution Amount and the Certificateholders' Return Distribution Amount for a Distribution Date exceeds the amount distributed to the Class B Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 above, and to distribute such amount to the Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. (f) After giving effect to Section 2.8Bclauses (b) through (e) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph CSection 2.10(f)) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee Administrator in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (Ag) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees) owing or to pay be distributed hereunder or under the Indenture to Noteholders or the Servicer, as applicable, to the Noteholders out of extent that Available Funds on such excess date are insufficient to make the following payments, amounts remaining in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) shall be used to pay to the Certificateholders out of such excess any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of after such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution payments have been made shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from holder of the Trust Estate and Certificate. The holder of the security interest therein granted to the Indenture Trustee, and the Seller Trust Certificate shall in no event thereafter be required to refund any such amounts properly distributed amounts. C.2pursuant to this Section 2.10(g). In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment Anything in this Section 2.10 to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount andcontrary notwithstanding, if necessary, to the reinstatement market value of the balance of securities and cash in the Reserve Account up is on any Distribution Date sufficient to pay the Specified Reserve Account Balance. In remaining principal amount of and interest accrued on the event of a termination of a Swap Agreement that requires Notes, and to pay any unpaid Carryover Servicing Fee, such amount will be so applied on such Distribution Date and the Trust Administrator shall instruct the Owner Trustee and the Indenture Administrator to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestpayments.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. (a) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Allocation Date or Quarterly Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B and 2.7C.1 Section 2.8(a) on such Monthly Servicing Payment Date or Quarterly Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Quarterly Distribution Date an amount equal to such excessdeficiency, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.9(h) and 2.8Dbelow, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. (b) In the event that Available Funds are insufficient to make the Administration Fee for payments described under Sections 2.8(a) through 2.8(c) above on any Quarterly Distribution Date exceeds (after giving effect to required distributions from the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution DateCapitalized Interest Account), the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Quarterly Distribution Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to clause (a) above, and to distribute such amounts in the same order and priority as is set forth in Sections 2.8(a) through 2.8(c) above. (c) In the event that the Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date exceeds the amount distributed to the Class A Noteholders pursuant to Sections 2.8(d) above on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 clauses (a) and (b) above, and to distribute such amount to the AdministratorClass A Noteholders as set forth in Section 2.8(d) above. 3. In (d) [Reserved]. (e) After giving effect to clauses (a) through (d) above, if the event that amount on deposit in the Swap Fees for Reserve Account on any Quarterly Distribution Date exceed the amount distributed (after giving effect to the Swap Counterparties all deposits or withdrawals therefrom on such Quarterly Distribution Date other than pursuant to Section 2.7C.3 on this clause) is greater than the Specified Reserve Account Balance for such Quarterly Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the amount on deposit in excess of the Specified Reserve Account on each Balance and deposit such amount into the Collection Account. (f) On the final Quarterly Distribution Date an amount equal upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees, if applicable) owing or to such excessbe distributed hereunder or under the Indenture to Noteholders, the Servicer or the Administrator, as applicable, to the extent that Available Funds on such date are insufficient to make the following payments, amounts remaining in the Reserve Account shall be used to pay any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account after such payments have been made shall be distributed to the Excess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event be required to refund any amounts properly distributed pursuant to this Section 2.9(f). (g) [Reserved]. (h) Anything in this Section 2.9 to the contrary notwithstanding, if the market value of funds available therein after giving effect securities and cash in the Reserve Account is on any Quarterly Distribution Date sufficient to paragraphs B.1 pay the remaining principal amount of and B.2 aboveinterest accrued on the Notes, and to distribute pay any unpaid Carryover Servicing Fee and Carryover Amounts, such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap Counterparties. 4. In the event that the Noteholders' Interest Distribution Amount and the Certificateholders' Return Distribution Amount for a will be so applied on such Quarterly Distribution Date exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 above, and to distribute such amount to the Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. After giving effect to Section 2.8B, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph C) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing (A) to pay to the Noteholders out of such excess in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) to pay to the Certificateholders out of such excess in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller shall in no event thereafter be required to refund any such distributed amounts. C.2. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount and, if necessary, to the reinstatement of the balance of the Reserve Account up to the Specified Reserve Account Balance. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestpayments.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. (a) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B and 2.7C.1 on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.8(a) and 2.8D, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. In the event that the Administration Fee for any Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 above, and to distribute such amount to the Administrator. 3. In the event that the Swap Fees for any Distribution Date exceed the amount distributed to the Swap Counterparties pursuant to Section 2.7C.3 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap Counterparties. 4. In the event that the Noteholders' Interest Distribution Amount and the Certificateholders' Return Distribution Amount for a Distribution Date exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excessdeficiency, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Section 2.9(h) below, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. (b) In the event that Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Distribution Date (after giving effect to required distributions from the Capitalized Interest Account), the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 clause 2.9(a) above, and to distribute such amount to the Noteholders and to the Certificateholders entitled thereto, amounts in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C.2.8(a) through 2.8(d) above. 5. (c) In the event that the Class A Noteholders' ’ Principal Distribution Amount on the Note Final Distribution Maturity Date with respect to each the Class of A Notes exceeds the amount distributed to such the Class A Noteholders pursuant to Section 2.7C.6 and 2.7C.7 Sections 2.8(f) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 clauses 2.9(a) and 2.9(b) above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7Class A Noteholders. 6. (d) In the event that the Certificateholders' Balance Class B Noteholders’ Principal Distribution Amount on the final Distribution Class B Maturity Date with respect to the Certificates exceeds the amount distributed to the Certificateholders Class B Noteholders pursuant to Section 2.7C.8 2.8(g) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 clauses 2.9(a) through B.5 2.9(c) above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders Class B Noteholders entitled thereto. C.1. After (e) If, after giving effect to Section 2.8Bclauses 2.9(a) through 2.9(d) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph Cclause) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (Af) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees, if applicable) owing or to pay be distributed hereunder or under the Indenture to Noteholders, the Servicer or the Administrator, as applicable, to the Noteholders out of extent that Available Funds on such excess date are insufficient to make the following payments, amounts remaining in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) shall be used to pay to the Certificateholders out of such excess any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of after such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution payments have been made shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller Excess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event thereafter be required to refund any such amounts properly distributed amountspursuant to this Section 2.9(f). C.2. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment (g) [Reserved]. (h) Anything in this Section 2.9 to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount andcontrary notwithstanding, if necessary, to the reinstatement market value of the balance of securities and cash in the Reserve Account up is on any Distribution Date sufficient to pay the Specified Reserve Account Balance. In remaining principal amount of and interest accrued on the event of a termination of a Swap Agreement that requires Notes, and to pay any unpaid Carryover Servicing Fee and Carryover Amounts, such amount will be so applied on such Distribution Date and the Trust Administrator shall instruct the Indenture Trustee to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestpayments.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. (a) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Allocation Date or Quarterly Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B and 2.7C.1 Section 2.8(a) on such Monthly Servicing Payment Date or Quarterly Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Quarterly Distribution Date an amount equal to such excessdeficiency, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.9(h) and 2.8Dbelow, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. (b) In the event that the Administration Fee for Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Quarterly Distribution Date exceeds (after giving effect to required distributions from the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution DateCapitalized Interest Account), the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Quarterly Distribution Date an amount equal to such deficiency, to the extent of funds available therein after giving effect to clause (a) above, and to distribute such amounts in the same order and priority as is set forth in Sections 2.8(a) through 2.8(d) above. (c) In the event that the Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any class of Class A Notes exceeds the amount distributed to such Class A Noteholders pursuant to Sections 2.8(e) above on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 clauses (a) and (b) above, and to distribute such amount to the AdministratorClass A Noteholders entitled thereto, in the same order and priority as is set forth in Section 2.8(e) above. 3. (d) In the event that the Swap Fees for Class B Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any Distribution Date exceed class of Class B Notes exceeds the amount distributed to the Swap Counterparties such Class B Noteholders pursuant to Section 2.7C.3 Sections 2.8(f) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 above, and to distribute such amount pro rata clauses (in proportion to their respective entitlements under the Swap Agreementsa) to the Swap Counterparties. 4. In the event that the Noteholders' Interest Distribution Amount and the Certificateholders' Return Distribution Amount for a Distribution Date exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 (c) above, and to distribute such amount to the Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the B Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7Section 2.8(f) above. 6. In (e) After giving effect to clauses (a) through (d) above, if the event that amount on deposit in the Certificateholders' Balance Distribution Amount Reserve Account on the final any Quarterly Distribution Date with respect (after giving effect to the Certificates exceeds the amount distributed to the Certificateholders all deposits or withdrawals therefrom on such Quarterly Distribution Date other than pursuant to Section 2.7C.8 on this clause) is greater than the Specified Reserve Account Balance for such Quarterly Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the amount on deposit in excess of the Specified Reserve Account on Balance and deposit such amount into the Collection Account. (f) On the final Quarterly Distribution Date an amount equal upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees, if applicable) owing or to such excessbe distributed hereunder or under the Indenture to Noteholders, the Servicer or the Administrator, as applicable, to the extent of funds available therein after giving effect that Available Funds on such date are insufficient to paragraphs B.1 through B.5 abovemake the following payments, and amounts remaining in the Reserve Account shall be used to distribute such pay any Carryover Servicing Fees. Any amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. After giving effect to Section 2.8B, if the amount remaining on deposit in the Reserve Account on after such payments have been made shall be distributed to the Excess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event be required to refund any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than amounts properly distributed pursuant to this paragraph CSection 2.9(f). (g) is greater than [Reserved]. (h) Anything in this Section 2.9 to the Specified contrary notwithstanding, if the market value of securities and cash in the Reserve Account Balance for is on any Quarterly Distribution Date sufficient to pay the remaining principal amount of and interest accrued on the Notes, and to pay any unpaid Carryover Servicing Fee and Carryover Amounts, such amount will be so applied on such Quarterly Distribution Date, Date and the Administrator shall instruct the Indenture Trustee in writing (A) to pay to the Noteholders out of such excess in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) to pay to the Certificateholders out of such excess in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller shall in no event thereafter be required to refund any such distributed amounts. C.2. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount and, if necessary, to the reinstatement of the balance of the Reserve Account up to the Specified Reserve Account Balance. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestpayments.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B and 2.7C.1 on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(C) and 2.8D, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover carryover Servicing Fees to the Servicer. 2. In the event that the Administration Fee for any Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 above, and to distribute such amount to the Administrator. 3. In the event that the Swap Fees Noteholders' Interest Distribution Amount and the Certificateholders' Return Distribution Amount for any a Distribution Date exceed exceeds the amount distributed to Noteholders and to the Swap Counterparties Certificateholders pursuant to Section Sections 2.7C.3 and C.4 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap Counterparties.Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.3 and C.4 subject to the last paragraph of Section 2.7C. 4. In the event that the Noteholders' Interest Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.5 and 2.7C.6 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1, B.2 and B.3 above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.5 and 2.7C.6. 5. In the event that the Certificateholders' Return Balance Distribution Amount for a on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 above, and to distribute such amount to the Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. C. After giving effect to Section 2.8B, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph C) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing (A) to pay to the Noteholders out of such excess in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) to pay to the Certificateholders out of such excess in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay to the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.9 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (D) to pay to the Noteholders out of such excess an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties Noteholders on such Distribution Date); (DE) to pay to the Servicer Certificateholders out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer Certificateholders on such Distribution Date); (EF) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 2.7C.5 and C.7 C.6 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (FG) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 C shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller shall in no event thereafter be required to refund any such distributed amounts. C.2. In D. On the event of a final Distribution Date upon termination of a Swap Agreement that requires the Trust to make a termination and following the payment to in full of the applicable Swap Counterparty, such termination payment shall be paid in aggregate outstanding principal balance of the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 Notes and the Swap Payment in Sections 2.7C.10 Certificate Balance and 2.8C.1(C)of all other amounts (other than Carryover Servicing Fees, as Note Interest Carryover and Certificate Return Carryover) owing or to be distributed hereunder or under the case may be; provided, however, that in the event that Indenture or the Trust is required Agreement to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in Noteholders, Certificateholders, the Swap Agreement) where Servicer or the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount and, if necessaryAdministrator, to the reinstatement of extent that Available Funds on such date are insufficient to make the balance of following payments, amounts remaining in the Reserve Account up shall be used first to pay any Carryover Servicing Fees, second to pay any Note Interest Carryover and third to pay any Certificate Return Carryover. Any amount remaining on deposit in the Reserve Account after such payments have been made shall be distributed to the Specified Seller. The Seller shall in no event be required to refund any amounts properly distributed pursuant to this Section 2.8D. E. Anything in this Section 2.8 to the contrary notwithstanding, if the market value of securities and cash in the Reserve Account Balance. In is on any Distribution Date sufficient to pay the event remaining principal amount of a termination of a Swap Agreement that requires and interest accrued on the Trust Notes, to reduce the Certificate Balance to zero and to pay any accrued return thereon and to pay any Carryover Servicing Fee, Note Interest Carryover or Certificate Return Carryover, such amount will be so applied on such Distribution Date and the Administrator shall instruct the Eligible Lender Trustee and the Indenture Trustee to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestpayments.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. (a) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B Section 2.7(b) above and 2.7C.1 Section 2.8(a) above on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.9(f) and 2.8Dbelow, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. (b) In the event that the Administration Fee for Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Distribution Date exceeds (after giving effect to required distributions from the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution DateCapitalized Interest Account), the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excessdeficiency, to the extent of funds available therein after giving effect to paragraph B.1 clause (a) above, and to distribute such amount to amounts in the Administratorsame order and priority as is set forth in Sections 2.8(a) through 2.8(d) above. 3. (c) In the event that the Swap Fees for Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any Distribution Date exceed class of Class A Notes exceeds the amount distributed to the Swap Counterparties such Class A Noteholders pursuant to Section 2.7C.3 Sections 2.8(e), 2.8(f), 2.8(g), 2.8(h) or 2.8(i) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (a) and B.2 (b) above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap CounterpartiesClass A Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.8(e) through 2.8(i) above. 4. (d) In the event that the Class B Noteholders' Interest ’ Principal Distribution Amount and on the Certificateholders' Return Distribution Amount for a Distribution Class B Maturity Date exceeds the amount distributed to the Class B Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 2.8(j) on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (a) through B.3 (c) above, and to distribute such amount to the Class B Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. (e) After giving effect to Section 2.8Bclauses (a) through (d) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph CSection 2.9(e) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (Af) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees) owing or to pay be distributed hereunder or under the Indenture to Noteholders, the Servicer, the Administrator or the Interest Rate Cap Counterparty, as applicable, to the Noteholders out of extent that Available Funds on such excess date are insufficient to make the following payments, amounts remaining in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) shall be used to pay to the Certificateholders out of such excess any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of after such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution payments have been made shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller Excess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event thereafter be required to refund any such amounts properly distributed amounts. C.2pursuant to this Section 2.9(f). In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment Anything in this Section 2.9 to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount andcontrary notwithstanding, if necessary, to the reinstatement market value of the balance of securities and cash in the Reserve Account up is on any Distribution Date sufficient to pay the Specified Reserve Account Balance. In remaining principal amount of and interest accrued on the event of a termination of a Swap Agreement that requires Notes, and to pay any unpaid Carryover Servicing Fee, such amount will be so applied on such Distribution Date and the Trust Administrator shall instruct the Eligible Lender Trustee and the Indenture Trustee to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestpayments.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. (a) In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B Section 2.7(b) above and 2.7C.1 Section 2.8(a) above on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(CSection 2.9(f) and 2.8Dbelow, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. (b) In the event that the Administration Fee for Available Funds are insufficient to make the payments described under Sections 2.8(a) through 2.8(d) above on any Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excessdeficiency, to the extent of funds available therein after giving effect to paragraph B.1 clause (a) above, and to distribute such amount to amounts in the Administratorsame order and priority as is set forth in Sections 2.8(a) through 2.8(d) above. 3. (c) In the event that the Swap Fees for Class A Noteholders’ Principal Distribution Amount on the Note Final Maturity Date with respect to any Distribution Date exceed class of Class A Notes exceeds the amount distributed to the Swap Counterparties such Class A Noteholders pursuant to Section 2.7C.3 Sections 2.8(e) or 2.8(f) above on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (a) and B.2 (b) above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap CounterpartiesClass A Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.8(e) and 2.8(f) above. 4. (d) In the event that the Class B Noteholders' Interest ’ Principal Distribution Amount and on the Certificateholders' Return Distribution Amount for a Distribution Class B Maturity Date exceeds the amount distributed to the Class B Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 2.8(g) on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 clauses (a) through B.3 (c) above, and to distribute such amount to the Class B Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. (e) After giving effect to Section 2.8Bclauses (a) through (d) above, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph CSection 2.9(e) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw the amount on deposit in excess of the Specified Reserve Account Balance and deposit such amount into the Collection Account. (Af) On the final Distribution Date upon termination of the Trust and following the payment in full of the Outstanding Amount of the Notes and of all other amounts (other than Carryover Servicing Fees) owing or to pay be distributed hereunder or under the Indenture to Noteholders, the Servicer or the Administrator, as applicable, to the Noteholders out of extent that Available Funds on such excess date are insufficient to make the following payments, amounts remaining in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) shall be used to pay to the Certificateholders out of such excess any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of after such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution payments have been made shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller Excess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event thereafter be required to refund any such amounts properly distributed amounts. C.2pursuant to this Section 2.9(f). In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment Anything in this Section 2.9 to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount andcontrary notwithstanding, if necessary, to the reinstatement market value of the balance of securities and cash in the Reserve Account up is on any Distribution Date sufficient to pay the Specified Reserve Account Balance. In remaining principal amount of and interest accrued on the event of a termination of a Swap Agreement that requires Notes, and to pay any unpaid Carryover Servicing Fee, such amount will be so applied on such Distribution Date and the Trust Administrator shall instruct the Eligible Lender Trustee and the Indenture Trustee to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestpayments.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B and 2.7C.1 on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as -------- ------- provided in Sections 2.8C(C2.8.1C.1(D) and 2.8D2.8.1D, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. In the event that the Administration Fee for any Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 above, and to distribute such amount to the Administrator. 3. In the event that the Swap Fees for any Distribution Date exceed the amount distributed to the applicable Student Loan Rate Swap Counterparties pursuant to Section 2.7C.3 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 above, and to distribute such amount pro rata (in proportion to their respective entitlements under the applicable Swap Agreements) Agreements without preference or priority to the applicable Student Loan Rate Swap Counterparties. 4. In the event that the Class A Noteholders' Interest Distribution Amount and the CertificateholdersClass B Noteholders' Return Interest Distribution Amount for a Distribution Date exceeds the amount distributed to the Noteholders and to the Certificateholders pursuant to Section 2.7C.4 Sections 2.7C.4, 2.7C.5 and C.5 2.8.2B.1 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 above, and to distribute such amount to the Class A Noteholders and to the Certificateholders Class B Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Class A Noteholders' Principal Distribution Amount on the Note Final Distribution Maturity Date with respect to each any Class of Class A Notes exceeds the amount distributed to such Class A Noteholders pursuant to Section 2.7C.6 and 2.7C.7 2.7C.6, 2.7C.7, 2.7C.8 or 2.7C.9 on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Class A Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7through 2.7C.9. 6. In the event that the CertificateholdersClass B Noteholders' Balance Principal Distribution Amount on the final Distribution Class B Maturity Date with respect to the Certificates exceeds the amount distributed to the Certificateholders Class B Noteholders pursuant to Section 2.7C.8 2.7C.10 on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders Class B Noteholders entitled thereto. C.1. After giving effect to Section 2.8B2.8.1B, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph CC.1) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing (A) to pay to the Class A Noteholders out of such excess in the Reserve Account an amount equal to the Class A Note Principal Shortfall, if any; (B) to pay to the Certificateholders Class B Noteholders out of such excess in the Reserve Account an amount equal to the Certificate Balance Class B Note Principal Shortfall, if any; (C) to pay the applicable Student Loan Rate Swap Counterparties, pro rata (in proportion to their respective entitlements under the applicable Student Loan Rate Swap Agreements)Agreements without preference or priority, out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 2.7C.12 for such Distribution Date (to the extent not otherwise paid to the Student Loan Rate Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 2.7C.13 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may beNotes, first to the Class A Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 through C.9 until the principal amount of the Class A Notes is paid in full and then to the Certificateholders Class B Noteholders until the Certificate Balance principal balance of the Class B Notes is reduced to zero, provided that the amount of such distribution shall not exceed the outstanding principal balance of the Class A Notes or the Certificate BalanceClass B Notes, as applicable, after giving effect to all other payments in respect of principal of Class A Notes and Certificate Balance Class B Notes to be made on such date; and (F) to distribute the remaining amount of such excess (i) to the Seller, to the extent of any portion thereof that is attributable to the reduction from time to time of the Specified Reserve Account Balance, and (ii) to the Seller or its assignee, as holder of the Excess Distribution Certificate, any remaining portion thereof. Amounts properly distributed to the Seller or such holder pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller or such holder shall in no event thereafter be required to refund any such distributed amounts. C.2. In the event of a termination of a Student Loan Rate Swap Agreement that requires the Trust to make a termination payment to the applicable Student Loan Rate Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 2.8.1B.3 and the Swap Payment in Sections 2.7C.10 2.7C.12 and 2.8C.1(C2.8.1C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Student Loan Rate Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Student Loan Rate Swap AgreementConfirmation) where the Student Loan Rate Swap Counterparty is the Defaulting Party (as such term is defined in the Student Loan Rate Swap AgreementConfirmation) or (ii) a Termination Event (as such term is defined in the Student Loan Rate Swap AgreementConfirmation), such termination payment will be subordinate in priority to the right of the Class A Noteholders to receive the Class A Noteholders' Distribution Amount and to the Certificateholders Class B Noteholders to receive the CertificateholdersClass B Noteholders' Distribution Amount and, if necessary, to the reinstatement of the balance of the Reserve Account up to the Specified Reserve Account Balance. In the event of a termination of a Student Loan Rate Swap Agreement Confirmation that requires the Trust to make a termination payment to the applicable Student Loan Rate Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably request. In the event of a termination of the Interest Rate Cap Swap Agreement that requires the Trust to make a termination payment to the Interest Rate Cap Swap Counterparty, such termination payment shall be paid after any payment made through Section 2.7C.12 and prior to any payment made in Section 2.7C.13.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B and 2.7C.1 on such Monthly Servicing Payment Date or Quarterly Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Quarterly Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(C) and 2.8DSection 2.8.1D, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. In the event that the Administration Fee for any Distribution Date exceeds Available Funds are insufficient to make the amount distributed to the Administrator pursuant payments described under Sections 2.7C.1 through 2.7C.5 (after giving effect to Section 2.7C.2 on such Distribution Date2.7F), the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Quarterly Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 above, and to distribute such amount to amounts in the Administratorsame order and priority as is set forth in Sections 2.7C.1 through 2.7C.5. 3. In the event that the Swap Fees for Class A Noteholders' Principal Distribution Amount on the Note Final Maturity Date with respect to any Distribution Date exceed class of Class A Notes exceeds the amount distributed to the Swap Counterparties such Class A Noteholders pursuant to Section 2.7C.3 2.7C.6, 2.7C.7, 2.7C.8, 2.7C.9, 2.7C.10, or 2.7C.11 on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap CounterpartiesClass A Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 through 2.7C.11. 4. In the event that the Class B Noteholders' Interest Principal Distribution Amount and on the Certificateholders' Return Distribution Amount for a Distribution Class B Maturity Date exceeds the amount distributed to the Class B Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 2.7C.12 on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 above, and to distribute such amount to the Class B Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. After giving effect to Section 2.8B2.8.1B, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph C) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing (A) to pay to the Noteholders out of such excess in the Reserve Account an amount equal to the Note Principal Shortfall, if any; (B) to pay to the Certificateholders out of such excess in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of such excess in the Reserve Account an amount equal to withdraw the amount described on deposit in Section 2.7C.10 for such Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out excess of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution shall not exceed the outstanding principal balance of the Notes or the Certificate Balance, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made on such date; and (F) to distribute the remaining amount of such excess to the Seller. Amounts properly distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller shall in no event thereafter be required to refund any such distributed amounts. C.2. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount and, if necessary, to the reinstatement of the balance of the Reserve Account up to the Specified Reserve Account Balance. In Balance and deposit such amount into the event of a termination of a Swap Agreement that requires the Trust to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestCollection Account.

Reserve Account. A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account. 1. In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B and 2.7C.1 on such Monthly Servicing Payment Date or Quarterly Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Quarterly Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8C(C) and 2.8DSection 2.8.1D, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer. 2. In the event that the Administration Fee for any Distribution Date exceeds Available Funds are insufficient to make the amount distributed to the Administrator pursuant payments described under Sections 2.7C.1 through 2.7C.5 (after giving effect to Section 2.7C.2 on such Distribution Date2.7F), the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Quarterly Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 above, and to distribute such amount to amounts in the Administratorsame order and priority as is set forth in Sections 2.7C.1 through 2.7C.5. 3. In the event that the Swap Fees for Class A Noteholders' Principal Distribution Amount on the Note Final Maturity Date with respect to any Distribution Date exceed Class of Class A Notes exceeds the amount distributed to the Swap Counterparties such Class A Noteholders pursuant to Section 2.7C.3 2.7C.6, 2.7C.7, 2.7C.8, 2.7C.9, 2.7C.10, or 2.7C.11 on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 and B.2 above, and to distribute such amount pro rata (in proportion to their respective entitlements under the Swap Agreements) to the Swap CounterpartiesClass A Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 through 2.7C.11. 4. In the event that the Class B Noteholders' Interest Principal Distribution Amount and on the Certificateholders' Return Distribution Amount for a Distribution Class B Maturity Date exceeds the amount distributed to the Class B Noteholders and to the Certificateholders pursuant to Section 2.7C.4 and C.5 2.7C.12 on such Distribution Datedate, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 above, and to distribute such amount to the Class B Noteholders and to the Certificateholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C. 5. In the event that the Noteholders' Principal Distribution Amount on the Final Distribution Date with respect to each Class of Notes exceeds the amount distributed to such Noteholders pursuant to Section 2.7C.6 and 2.7C.7 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such final Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 and 2.7C.7. 6. In the event that the Certificateholders' Balance Distribution Amount on the final Distribution Date with respect to the Certificates exceeds the amount distributed to the Certificateholders pursuant to Section 2.7C.8 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Eligible Lender Trustee on behalf of the Certificateholders, for distribution to the Certificateholders entitled thereto. C.1. C. After giving effect to Section 2.8B2.8.1B, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph C) is greater than the Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing (A) to pay to withdraw the Noteholders out amount on deposit in excess of such excess in the Specified Reserve Account an Balance and deposit such amount equal to into the Note Principal Shortfall, if any; (B) to pay to Collection Account. D. On the Certificateholders out of such excess in the Reserve Account an amount equal to the Certificate Balance Shortfall, if any; (C) to pay the Swap Counterparties, pro rata (in proportion to their respective entitlements under the Swap Agreements), out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.10 for such final Distribution Date (to the extent not otherwise paid to the Swap Counterparties on such Distribution Date); (D) to pay to the Servicer out upon termination of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.11 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated and following the payment of principal balance in full of the Notes or Certificate Balance, as the case may be, first to the Noteholders in the same order and priority as is set forth in Sections 2.7C.6 and C.7 until the principal amount of the Notes is paid in full and then to the Certificateholders until the Certificate Balance is reduced to zero, provided that the amount of such distribution shall not exceed the aggregate outstanding principal balance of the Notes and of all other amounts (other than Carryover Servicing Fees, Carry-over Amounts and Swap Termination Payments) owing or to be distributed hereunder or under the Indenture to Noteholders, the Servicer, the Swap Counterparty or the Certificate BalanceAdministrator, as applicable, after giving effect to all other payments in respect of principal of Notes and Certificate Balance to be made the extent that Available Funds on such date; and (F) date are insufficient to distribute make the following payments, amounts remaining amount of such excess in the Reserve Account shall be used first to pay any Carryover Servicing Fees, second to pay any Class A Carry-over Amounts to the SellerClass A Noteholders, third to pay any Class B Carry-over Amounts to the Class B Noteholders, and fourth to pay any Swap Termination Payments not previously paid to the Swap Counterparty. Amounts properly Any amount remaining on deposit in the Reserve Account after such payments have been made shall be distributed to the Seller pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller Excess Distribution Certificateholder. The Excess Distribution Certificateholder shall in no event thereafter be required to refund any such amounts properly distributed amounts.pursuant to this Section 2.8.1D. C.2. In the event of a termination of a Swap Agreement that requires the Trust to make a termination payment E. Anything in this Section 2.8.1 to the applicable Swap Counterparty, such termination payment shall be paid in the same order of priority as the Swap Fee in Sections 2.7C.3 and 2.8B.3 and the Swap Payment in Sections 2.7C.10 and 2.8C.1(C), as the case may be; provided, however, that in the event that the Trust is required to make a termination payment to a Swap Counterparty as a result of (i) an Event of Default (as such term is defined in the Swap Agreement) where the Swap Counterparty is the Defaulting Party (as such term is defined in the Swap Agreement) or (ii) a Termination Event (as such term is defined in the Swap Agreement), such termination payment will be subordinate in priority to the right of the Noteholders to receive the Noteholders' Distribution Amount and to the Certificateholders to receive the Certificateholders' Distribution Amount andcontrary notwithstanding, if necessary, to the reinstatement market value of the balance of securities and cash in the Reserve Account up is on any Distribution Date sufficient to pay the Specified Reserve Account Balance. In remaining principal amount of and interest accrued on the event of a termination of a Notes, and to pay any unpaid Carryover Servicing Fee, Swap Agreement that requires Termination Payment, and Carry-over Amounts, such amount will be so applied on such Distribution Date and the Trust Administrator shall instruct the Eligible Lender Trustee and the Indenture Trustee to make a termination payment to the applicable Swap Counterparty except as described in the proviso above, the Administrator promptly shall notify the Rating Agencies of such requirement and, within thirty (30) days of such termination payment, shall provide to the Rating Agencies cash flows and such other financial information with respect to the Trust as the Rating Agencies may reasonably requestpayments.